<PAGE>   1
                                ICP AND MICROSOFT
           WINDOWS MEDIA TECHNOLOGIES PROMOTION AND SUPPORT AGREEMENT


      This Windows Media Technologies Promotion and Support Agreement (the
"Agreement") is entered into and effective as of November 23, 1999 (the
"Effective Date") by and between MICROSOFT CORPORATION, a Washington corporation
located at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and NETRADIO
NETWORK ("ICP").

      This Agreement is entered into with reference to the following information
("ICP TABLE") as well as the definitions set forth below:
<TABLE>
-------------------------------------------------- --------------------------------------------------------------
<S>                                             <C>
ICP INFORMATION:                                   Corporate Name:  NetRadio Network
                                                   Place of Incorporation: Minnesota, USA
                                                   Address for Notices: 43 Main Street S.E.
                                                                        Suite 149
                                                                        Minneapolis, MN  55414

-------------------------------------------------- --------------------------------------------------------------
ICP CONTACT:                                       ICP Contact/Title: David Witzig, Senior Vice President
                                                                       Content & Music Development
                                                                      Jason Primuth, Business
                                                                          Development Manager
                                                   Telephone Number:  (612) 379-6244
                                                   Facsimile Number:  (612) 378-9540
                                                   Email: dwitzig@netradio.com
                                                          Jason@netradio.com

-------------------------------------------------- --------------------------------------------------------------
ICP NAME AND ICP SERVICE NAME                      ICP Name: NetRadio Network
(as requested for press release):                  ICP Service Name(s):

-------------------------------------------------- --------------------------------------------------------------
"ICP WEB SITE" (includes any successors            http://www.netradio.com
and new versions of such Web site
created, owned or controlled by ICP
during the Term):
-------------------------------------------------- --------------------------------------------------------------
"TERM":                                            Beginning November 23, 1999 ("EFFECTIVE DATE") and
                                                   continuing through December 31, 2000, unless earlier
                                                   terminated in accordance with Section 9.
-------------------------------------------------- --------------------------------------------------------------
</TABLE>

1.     DEFINITIONS

1.1    ABOVE THE FOLD - means the placement of content (including an icon and/or
       link) or other material on an ICP Web 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.

1.2    CONFIDENTIAL INFORMATION means: (a) any source code of software disclosed
       by either party to the other party; (b) any trade secrets and/or other
       proprietary non-public information not

               Microsoft Confidential & Proprietary                 Page 1 of 23
<PAGE>   2

                      Windows Media Technologies Promotion and Support Agreement

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" shall 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 prior to the time of disclosure
and is not subject to restriction; (iii) is independently developed by the
receiving party without the use of the other party's Confidential Information;
(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.

1.3    CONTENT means data, text, audio, video, animation, graphics, photographs,
       artwork and other technology and materials.

1.4    ICP STATION means a NetRadio branded and provided, 7x24 audio
       entertainment "channel" that user can select. As of the execution date,
       NetRadio directly offers through NetRadio.com, 120 stations.

1.5    ICP STATION AFFILIATES means private label or co-branded Internet radio
       stations that utilize the Windows Media Format for Streaming Media, and
       have executed a contract with ICP to purchase ICP's Streaming Media
       services, and where the ICP Station Affiliates' website is the direct
       customer contact point to and are listed in the Windows Media.com Radio
       Station Guide.

1.6    ICP STATION AFFILIATE WEB SITE means the primary customer contact website
       of an ICP Station Affiliate, the location of which will be identified by
       ICP to Microsoft. Any third party site designated by ICP for purposes of
       this Agreement shall be subject to Microsoft's prior approval.

1.7    ICP STREAMING MEDIA means all Streaming Media that is promoted on and/or
       included in the ICP Web Site.

1.8    MICROSOFT WINDOWS MEDIA PLAYER means the North American English version
       6.1 of the upgrade to the Windows 95 and Windows 98 Microsoft Windows
       Media Player client technology that displays Windows Media Format, other
       formats of Streaming Media and other multimedia data-types, and all
       successors and Updates to such technology which are commercially released
       during the Term.

1.9    STREAMING MEDIA means multimedia Content that is transmitted and played
       or displayed via the Web incrementally, or in semi-real time, such that
       it can be heard, viewed or received by an end user with minimal download
       delays, if any.

1.10   UPDATES means, as to any Microsoft software, all subsequent public
       releases thereof during the Term, including public maintenance releases,
       error corrections, upgrades, enhancements, additions, improvements,
       extensions, modifications and successor versions.

1.11   WINDOWSMEDIA.COM SITE means the Streaming Media guide (including the
       Radio Station Guide portion thereof) which is designed for users in the
       United States and is located at windowsmedia.microsoft.com as of the
       Effective Date, and any direct successors to such site that Microsoft
       owns or operates during the Term.

                      Microsoft Confidential & Proprietary                Page 2

<PAGE>   3
                      Windows Media Technologies Promotion and Support Agreement


1.12   "WINDOWS MEDIA FORMAT" means (a) Windows Media Audio format which encodes
       files with the MSAudio codec (.wma extension), (b) the proposed industry
       standard format referred to as the "Advanced Streaming Format," (.asf
       extension) which as of the Effective Date is in comment/revision
       processes within industry standards bodies, and (c) any successors or
       replacements for such formats that may be designated by Microsoft.

1.13   WINDOWS MEDIA TECHNOLOGIES means, collectively and interchangeably,
       Microsoft Windows Media Player, Microsoft Windows NT Server Windows Media
       Services, and Windows Media Tools.

1.14   WINDOWS MEDIA TOOLS means a collection of Microsoft tools, including
       without limitation Windows Media Encoder, for creating and editing on
       demand and live Streaming Media in Windows Media Format and for
       converting other file formats to Windows Media Format.

1.15   All other initially capitalized terms shall have the meanings assigned to
       them in this Agreement.


2.     MICROSOFT OBLIGATIONS

2.1    Sponsorship and Support. Subject to ICP's compliance with all of its
       obligations under Section 3, Microsoft shall sponsor the ICP Streaming
       Media and provide additional support to ICP as follows:

       (a)     Sponsorship. Microsoft will pay up to One Hundred Thousand
               Dollars ($100,000.00) as provided in Subsection (b) below,
               including the repayment provisions identified therein.

       (b)     Prepaid Advertising Purchases.  Microsoft agrees to pre-purchase
               up to a cumulative total of One Hundred Thousand Dollars
               (US$100,000.00) (the "PAYMENT CAP") in streaming in-line ad and
               banner ad inventory on the ICP Web Site and ICP Station
               Affiliate Web Sites (including without limitation in conjunction
               with ICP's and ICP Station Affiliates' Internet broadcasts of
               Streaming Media), with all such banner ad inventory to be
               purchased by Microsoft at the lesser of (i) ICP's or ICP Stations
               Affiliate's then-current best available price for purchases of
               similar ad volumes at the time ICP or ICP Station Affiliate
               fulfills the ad purchase by Microsoft under this Agreement or
               (ii) $10 Cost per Thousand ("CPM").  Microsoft agrees to pay in
               advance for such ad inventory as follows:


               (i) Twenty Thousand Dollars (US$20,000.00) when Ten (10) ICP
               Stations are streaming in Windows Media Format and are listed in
               the Radio Station Guide.

               (ii) An additional Twenty Thousand Dollars (US$20,000.00) when a
               total of Fifty (50) ICP Stations are streaming in Windows Media
               Format and are listed in the Radio Station Guide.

               (iii) An additional Twenty Thousand Dollars (US$20,000.00) when
               total of One Hundred (100) ICP Stations are streaming in Windows
               Media Format and are listed in the Radio Station Guide.

                      Microsoft Confidential & Proprietary                Page 3

<PAGE>   4

                      Windows Media Technologies Promotion and Support Agreement


               (iv)An additional Twenty Thousand Dollars (US$20,000.00) at such
               time as all then current ICP Stations are streaming in Windows
               Media Format and are listed in the Radio Station Guide.

               (v) Upon reaching one of the milestones set forth in Sections
               2.1(b)(ii) through 2.1(b)(v) above, ICP must maintain a minimum
               number of ICP Station Affiliates streaming in Windows Media
               Format and listed in the Radio Station Guide equal to the total
               required to trigger such milestone payment through the end of the
               Term. In the event that ICP fails to do so, such failure shall
               constitute a material breach of this Agreement as provided in
               Section 9.1(a).

               (vi) Up to an additional Twenty Thousand Dollars (US$20,000.00)
               may be "earned" in increments of One Thousand Dollars
               (US$1,000.00) (up to a total of twenty such $1,000 payments) (i)
               for each ICP Station Affiliate that goes live for 7x24 streaming
               in Windows Media Format and is listed in the WindowsMedia.com
               Radio Station Guide ("Live Station Affiliate"), and (ii) which
               Live Station Affiliate executes an agreement with ICP for ICP to
               provide private label or co-branded Streaming Media services to
               third parties. The foregoing is subject to a limit of three (3)
               $1,000 payments to ICP per ICP Station Affiliate.

               (vii) The pre-payment set forth in this Section 2.1(b) shall be
               refundable, in whole or in part, upon written request by
               Microsoft if either party terminates this Agreement pursuant to
               Section 9 before ICP has either provided Microsoft with ad
               inventory or earned an amount equal to the value of the total
               payments made by Microsoft under this Section 2.1(b). In such
               event, ICP shall refund to Microsoft the total amount of payments
               made by Microsoft under this Section 2.1(b) as to which ICP has
               not, as of the date of termination, provided to Microsoft
               corresponding ad inventory or has not earned in accordance with
               this Section 2.1(b). The parties will mutually agree in writing,
               in conjunction with each milestone payment due hereunder, on the
               ad type ratios (provided that in no event shall Microsoft receive
               less than 50% banner ads as part of each such purchase), specific
               deployment schedules, and other details of the ad inventory that
               ICP will provide to Microsoft under this Agreement.

               (viii) Microsoft may share, sell or exchange for promotional
               consideration any amount of its ad inventory purchased under this
               Agreement with other Internet Content Providers, Internet Service
               Providers (ISPs), Microsoft Certified Solution Providers (MCSPs),
               Microsoft Value Added Resellers (VARs) and resellers of Microsoft
               software, up to a limit of One Hundred Thousand Dollars
               (US$100,000) worth of such ad inventory during the Term. The
               amount of ad inventory covered by the foregoing One Hundred
               Thousand Dollar (US$100,000) cap shall be calculated in
               accordance with the pricing set forth in the initial paragraph of
               this Section 2.1(b).

               (ix) On a calendar quarterly basis, ICP shall supply to Microsoft
               written invoices for the amounts due under this Agreement. Along
               with each invoice, ICP shall supply Microsoft with a list of all
               ICP Station Affiliates, specifying which syndicated affiliate
               stations have been added to such list during the previous
               quarter.

                  All invoices properly submitted by ICP pursuant to this
                  Agreement shall be payable on a net thirty (30) day basis from
                  the date of receipt by Microsoft.

                       Microsoft Confidential & Proprietary               Page 4

<PAGE>   5
                      Windows Media Technologies Promotion and Support Agreement

       (c)     Deployment Support. During the Term, and at no charge to ICP,
               Microsoft shall provide high-level technical support from
               Microsoft's developer relations group or product support group in
               order to assist ICP with its obligations under this Agreement.
               Such support shall include providing reasonable on-site
               deployment support services to ICP, including architecture
               assistance to optimize its encoding and serving infrastructure,
               provided that Microsoft shall be entitled to charge ICP at its
               then-current rates for any such on-site deployment support
               services which exceed a cumulative total of sixteen (16) person
               hours. In the event that ICP desires to obtain custom application
               development, or deployment assistance beyond the foregoing 16
               hours, then ICP may in its discretion and at its sole expense
               engage Microsoft Consulting Services or a third party Microsoft
               Certified Solution Provider to provide such services. The
               assistance to be provided under this section may include the
               following:

               (i) Custom Branded Player: with ICP or ICP Station Affiliate
               branding and ad spaces. Microsoft to provide technical
               assistance/resource in helping ICP.com develop a custom branding
               template for use and distribution by ICP. The custom player will
               include the Windows Media Sponsorship Notice (as defined below)
               in the lower right hand or left hand corner.

               (ii) Assistance in implementing an Internet Explorer 5.0 ("IE5")
               Explorer Bar that features audio controls/playlist/sell-through
               environment as a window that is persistent in the browser.

              (iii) Custom Branded IE5 elements: Microsoft to provide technical
              assistance/resource in helping ICP develop a custom branding IE5
              template (wallpaper, links bar) for use and distribution by ICP
              and/or ICP Station Affiliates.

2.2    Preconditions for Microsoft Sponsorship and Support Obligations. Each of
       Microsoft's obligations under Sections 2.1 and 2.3 is expressly
       conditioned upon ICP's performance of its obligations under Section 3
       throughout the Term.

2.3    WindowsMedia.Com Site. Subject to ICP's compliance with the applicable
       WindowsMedia.com Site participation requirements set forth in Exhibit A,
       Microsoft will use commercially reasonable efforts during the Term to
       include certain links (an "ICP WEB SITE LINK," which will be a text link
       or, at Microsoft's discretion and subject to ICP's applicable logo usage
       guidelines, an icon) in appropriate categories of the WindowMedia.com
       Site as follows (or to provide linking opportunities that have
       substantially similar prominence to the following:

       (a)    Microsoft will include one (1) Site Link to the ICP Web Site (or
              selected ICP Station Affiliate Web Sites) from Above the Fold on
              the front page of Microsoft WindowsMedia.com Site on a rotating
              basis for four (4) hours a day throughout the first four (4)
              months of the Term. The time of day during which such Site Links
              will rotate through the Microsoft WindowsMedia.com Site will vary
              from time to time on a random basis.

       (b)    For the three (3) month period beginning on April 1, 2000 and
              continuing through June 30, 2000, Microsoft will include a Site
              Link to the appropriate page of one ICP


                      Microsoft Confidential & Proprietary                Page 5
<PAGE>   6
                      Windows Media Technologies Promotion and Support Agreement


              Station Affiliate Web Site, to be selected by ICP in its
              discretion but subject to the requirement that such station must
              provide an Internet-specific Streaming Media channel, as a United
              States only "preset" (or "default") button in the "Radio Tuner"
              feature of the Radio Station Guide for the IE5 version of the
              WindowsMedia.com Site. ICP acknowledges that the IE5 version of
              the WindowsMedia.com Site contains fixed preset buttons that
              cannot be changed by end users. Microsoft may elect in its
              discretion but shall have no obligation to include a Site Link to
              any ICP Station Affiliates in such preset buttons following such
              three (3) month period. ICP shall have the right, no more than
              once per month during such three (3) month period, to change the
              link location (subject to Microsoft approval of such change) for
              such preset button as outlined above, based on seasonal needs or
              ICP promotions.

       (c)    From the WindowsMedia.com Radio page, users can select a format of
              music and get a list of stations that play that type of music.
              Microsoft will include Site Links to the home page of ICP and each
              ICP Station Affiliate in the appropriate format and location
              sections of the Radio Station Guide as such are available in
              Windows Media Format. The audio must play through the IE5 radio
              bar for IE5 end users. Microsoft will list links (including
              without limitation the Site Links described in this Agreement) in
              applicable sections of the Radio Station Guide in alphabetical or
              similarly objectively determined order, such as by geographic
              location in alphabetical order.

       (d)    Feature Headlines. At such time as ICP goes live with Streaming
              Media in Windows Media Format on at least five (5) ICP Station
              Affiliates (the "Launch"), Microsoft will use commercially
              reasonable efforts to include (i) a featured headline on the
              default page of WindowsMedia.com; (ii) a feature headline on the
              Radio page of the Windows Media.com Site; and (iii) a feature
              headline in the Windows Media.com Site Newsletter. Each such
              headline will run for a period of one (1) week following such
              Launch.

2.4    Reservation of Rights. Except as expressly licensed pursuant to this
       Agreement, ICP shall have no other rights in the Microsoft Windows Media
       Player or any other Microsoft software, technology or service provided to
       ICP hereunder. Microsoft retains all right, title and interest in and to
       the Microsoft Software, the Microsoft Windows Media Player and any other
       Microsoft software, technologies and services. Nothing in this Agreement
       shall be construed, by implication, estoppel or otherwise, as granting
       ICP any rights to any Microsoft software, technology, service or other
       intellectual property rights other than the express licenses described
       herein.

3.     ICP OBLIGATIONS

3.1    Content. ICP will use commercially reasonable efforts to develop and make
       available ICP Streaming Media in Windows Media Format. It is understood
       and agreed that ICP retains sole editorial discretion regarding matters
       related to the ICP Web Site, including inclusion of any ICP Streaming
       Media thereon, subject to ICP's obligations under this Agreement.

3.2    Technology Adoption and Promotion. Throughout the Term, ICP will work
       with Microsoft to identify and increase ICP's use and promotion of
       Windows Media Technologies, including specifically the adoption and
       promotion of Windows Media Technologies as a platform for ICP Streaming
       Media. ICP's use and promotion of Windows Media Technologies shall
       include:

                      Microsoft Confidential & Proprietary                Page 6

<PAGE>   7
                      Windows Media Technologies Promotion and Support Agreement


       (a)    Content Format.

              1.  Beginning no later than December 15, 1999 ("Trigger Date") and
                  continuing thereafter throughout the Term, ICP shall have at
                  least ten (10) ICP Stations operational and on which all
                  Streaming Media available directly from such ICP Station
                  Affiliate Web Sites shall be made available in Windows Media
                  Format; provided, however, that nothing herein shall be deemed
                  to limit ICP's ability to promote or make Streaming Media
                  available in other Streaming Media formats. ICP and all ICP
                  Station Affiliates that meet the above requirement will list
                  in the Radio Station Guide and for IE5 users, will play audio
                  through the IE5 Radio Bar.

              2.  For listeners that utilize the Windows Media Technologies
                  versions of Streaming Media on ICP and ICP Station Affiliates,
                  all CDPoint commerce pages will make reasonable efforts,
                  subject to restrictions imposed by existing supplier contracts
                  and/or commercial availability, to have one hundred percent
                  (100%) of all audio and video samples/clips made available by
                  ICP and ICP Station Affiliates made available in the
                  applicable Windows Media Format.

              3.  Beginning on the Trigger Date and continuing thereafter
                  throughout the Term, all audio and video digital download
                  products made available by ICP and ICP Station Affiliates will
                  be made available in the applicable Windows Media Format where
                  commercially available.

       (b)    Promotion. Upon the Trigger Date and continuing thereafter
              throughout the Term, ICP and ICP Station Affiliates shall encode,
              promote and provide navigational means for reaching all Streaming
              Media, and promote the Microsoft Windows Media Player, on the ICP
              Web Site and ICP Station Affiliate Web Sites in a manner and on
              terms no less favorable than apply within such ICP Web Site or ICP
              Station Affiliate Web Site to any other Streaming Media format or
              player.

       (c)    Navigational Model. Upon the Trigger Date and continuing
              thereafter throughout the Term, ICP shall provide prominent
              visibility to the ICP Streaming Media, including without
              limitation by providing navigational means for reaching the
              Windows Media Technologies-compatible Windows Media Format
              versions of all ICP Streaming Media from the home or front page of
              the ICP Web Site at least as easily (e.g., with respect to the
              number of "clicks" required to reach Windows Media
              Technologies-compatible Windows Media Format versions of ICP
              Streaming Media) as end users can reach other formats of ICP
              Streaming Media (if any) from such home or front page.

       (d)    Sponsorship. Beginning on the Effective Date and continuing
              thereafter throughout the Term, ICP shall include on all ICP Web
              Site pages containing or providing access to the ICP Streaming
              Media a prominent "Get Windows Media Player" sponsorship
              notice/button (the "Windows Media Sponsorship Notice") which links
              to a Microsoft-authorized Microsoft Windows Media Player download
              site, in accordance with the following terms:

              1.  The Windows Media Sponsorship Notice shall appear prominently
                  and Above the Fold on each ICP Web Site page that contains or
                  provides access to the ICP

                      Microsoft Confidential & Proprietary                Page 7

<PAGE>   8

                      Windows Media Technologies Promotion and Support Agreement



                  Streaming Media on a non-exclusive basis and, once a user has
                  chosen ICP Streaming Media in the Windows Media
                  Technologies-compatible Windows Media Format, such notice
                  shall be the only sponsorship notice of or for a Streaming
                  Media technology vendor while such pages are viewed and/or
                  played by an end user. Notwithstanding anything to the
                  contrary herein, ICP may include ICP Web Site-wide general
                  rotation banner advertisements of other Streaming Media
                  technology vendors on such pages without violating the
                  foregoing provision, as long as ICP does not sell to other
                  Streaming Media technology vendors banner ads targeted
                  specifically at such pages to ICP Streaming Media.

              2.  On all pages of the ICP Web Site in which ICP includes any
                  sponsorship notices of other Streaming Media technology
                  vendors, the Windows Media Sponsorship Notice shall appear in
                  a position at least as favorable in prominence, size and
                  positioning as any other sponsorship notice on such page.

              3.  In all cases, the Windows Media Sponsorship Notice shall be a
                  minimum of 65 by 57 pixels, and shall conform to trademark
                  usage standards provided by Microsoft to ICP from time to
                  time.

                  Microsoft shall be entitled to substitute a different Windows
                  Media Sponsorship Notice, subject to the same pixel size
                  restrictions as are set forth in this Section 3.2(d)(iii), in
                  place of the "Get Windows Media Player" notice for purposes of
                  this Agreement, including without limitation ICP's
                  responsibilities under this Section 3.2(d), upon Microsoft's
                  reasonable advance written notice to ICP.

              4.  Any custom ICP media players which utilize the Windows Media
                  Format shall feature the Windows Media Sponsorship Notice.

       (e)    Marketing. Beginning on the Effective Date and continuing
              thereafter throughout the Term, ICP shall make best efforts to
              include on all on-air, print collateral and electronic
              communication that relates to ICP, ICP Station Affiliates and any
              other ICP or ICP Station Affiliates that contain or make available
              Streaming Media either the Windows Media Sponsorship Notice and/or
              audio phrase "Listen using your Microsoft Windows Media Player,"
              as appropriate. All electronic mail communications to ICP's and
              ICP Station Affiliates' end customers shall include promotional
              logo and/or text mention of "Listen using your Microsoft Windows
              Media Player."

       (f)    Additional Promotions. Microsoft's and ICP's mutual approval will
              be required with respect to any additional promotions of Windows
              Media Technologies as part of the ICP Web Site or otherwise.

       (g)    Uses of the Get Windows Media Player Logo. All use by ICP of the
              "Get Windows Media Player" logo in connection with this Agreement
              is subject to compliance with Microsoft's guidelines relating to
              the use of such logo. The current version of such guidelines as of
              the Effective Date is set forth in Exhibit B hereto.

3.3   Publicity. ICP will work with Microsoft to develop a mutually agreeable
      press release for release on a mutually agreed date following the
      Effective Date. In the press release, ICP

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<PAGE>   9
                      Windows Media Technologies Promotion and Support Agreement


      shall endorse Windows Media Technologies and Windows Media Format as a
      leading platform and set of formats for the ICP Streaming Media. Further,
      during the Term, ICP shall not itself issue nor approve from third parties
      press releases that are inconsistent with the spirit of this Section 3.3.
      During the Term, ICP will also provide Microsoft with reasonably detailed
      information on ICP's use of Microsoft technology in its business for
      inclusion in a case study which ICP shall be entitled to review and
      approve, with such approval not be unreasonably withheld or delayed.

3.4   Reporting. By the tenth (10th) day of each calendar month during the Term
      (other than the month in which the Effective Date falls), ICP shall
      provide a report to Microsoft setting forth the following information
      concerning the previous calendar month:

       (a)    The URL and number of page views for pages on the ICP Web Site
              which contain ICP Streaming Media;
       (b)    The number of referrals of end users from the ICP Web Site to
              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 Windows Media Guide
              Site;
       (d)    Web browsing software share and Streaming Media player share
              information for the ICP Web Site, including player version
              information;
       (e)    The number of streams served, including the total number of .asx,
              .asf and .wma format files served, by bit rate;
       (f)    The average length of a user stream for a single connection to the
              ICP Web Site;
       (g)    The number of pages on the ICP Web Site with Streaming Media; and
       (h)    The average number of .asx, .asf and .wma files on the ICP Web
              Site.

      ICP shall provide all reports hereunder to Microsoft via Microsoft's web
      reporting system located at http://webevents.microsoft.com/report.asp, or
      any successor thereto.

      In the event that ICP has failed to provide a report as described in this
      Section 3.4 on or before the twenty-fifth (25th) 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 of ICP.

3.5   Reservation of Rights. Except as expressly licensed to Microsoft under
      this Agreement, ICP retains all right, title and interest in and to the
      ICP Web Site, ICP Content and ICP Streaming Media.

4.     THIS SECTION 4 INTENTIONALLY LEFT BLANK

5.     NON-EXCLUSIVE

Nothing in this Agreement shall 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 Windows Media Technologies, nor to preclude ICP from creating
and supporting mirrored versions of the ICP Web Site that are not subject to
this Agreement.

                      Microsoft Confidential & Proprietary                Page 9
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                      Windows Media Technologies Promotion and Support Agreement


6.     CONFIDENTIALITY

6.1    Each party shall protect the other's Confidential Information from
       unauthorized dissemination and use with the same degree of care that such
       party uses to protect its own like information and in no event using less
       than a reasonable degree of care. 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 their 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 shall first give written notice of the intended disclosure to the
       other party, within a reasonable time from the time disclosure is
       requested 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.

6.2    The parties' obligations of confidentiality under this Agreement shall
       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 shall be free to use for any purpose
       the residuals resulting from access to or work with such Confidential
       Information, provided that such party shall 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 shall 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 shall not be deemed to
       grant to either party a license under the other party's copyrights or
       patents.

7.     WARRANTIES AND DISCLAIMERS

7.1    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.

7.2    DISCLAIMERS. ANY AND ALL SOFTWARE, TECHNOLOGY, SERVICES, CONTENT, OR
       INFORMATION PROVIDED BY EITHER PARTY TO THE OTHER HEREUNDER IS PROVIDED
       "AS IS," WITHOUT WARRANTY OF ANY KIND. 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 NONINFRINGEMENT, WITH RESPECT TO ANY SOFTWARE, TECHNOLOGY,
       SERVICES, CONTENT, OR INFORMATION PROVIDED HEREUNDER.

8.     INDEMNITY

8.1    Indemnity. ICP shall, at its expense and Microsoft's request, defend any
       claim or action brought by a third party against Microsoft, or
       Microsoft's Affiliates, directors, or officers, to the extent it is based
       upon a claim that (i) the ICP Web Site, the ICP Station Affiliate

                      Microsoft Confidential & Proprietary               Page 10

<PAGE>   11
                      Windows Media Technologies Promotion and Support Agreement


       Web Sites and/or ICP Streaming Media infringes or violates any copyright,
       patent, trademark, trade secret, right of publicity, or other
       intellectual property, proprietary or contractual right of a third party;
       (ii) the ICP Web Site, the ICP Station Affiliate Web Sites and/or ICP
       Streaming Media contain defamatory or libelous material or material which
       discloses private or personal matters concerning any person, without such
       person's consent; (iii) the ICP, any ICP Station or any ICP Station
       Affiliate 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) the ICP or any
       ICP Station Affiliate permits to appear or be uploaded to the ICP Web
       Site or ICP Station Affiliate Web Sites 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 (all of the foregoing claims or actions being referred
       to hereinafter as "ICP Claims"), and ICP will indemnify and hold
       Microsoft harmless from and against any costs, damages and 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 shall: (a) provide ICP reasonably prompt notice in
       writing of any such ICP Claims and permit ICP, through counsel chosen by
       ICP, 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. Reasonable withholding of permission may be based upon, among
       other factors, editorial and business concerns. ICP will consult with
       Microsoft on the choice of any counsel under this Section 8.

8.2    Settlement by ICP. Unless ICP obtains for Microsoft a complete release of
       all ICP Claims thereunder, ICP may not settle any ICP Claim under this
       Section 8 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
       disclose terms of the settlement without first obtaining Microsoft's
       written permission, which will not be unreasonably withheld or delayed.

9.     TERMINATION

9.1    Termination By Either Party. Either party may suspend performance and/or
       terminate this Agreement:

      (a)    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, other than those contained in Section
             6, and fails to cure that breach within thirty (30) days after
             written notice thereof; or

      (b)    Immediately upon written notice at any time, if the other party is
             in material breach of Section 6.

                      Microsoft Confidential & Proprietary               Page 11

<PAGE>   12

                      Windows Media Technologies Promotion and Support Agreement


9.2   Effect of Termination.

      (a)  Neither party shall be liable to the other for damages of any sort
           resulting solely from terminating this Agreement in accordance with
           its terms.

      (b)  Termination of this Agreement shall not affect any other agreement
           between the parties.

      (c)  Should either ICP or Microsoft terminate for cause pursuant to
           Section 9.1(a) or (b), neither party shall have any further
           obligations to the other under Sections 2.1 through 2.4 or Sections
           3.1 through 3.4. Without limiting the generality of the foregoing,
           Microsoft will have no obligation to make any additional payments or
           provide any further services to ICP under Section 2 of this
           Agreement.

9.3   Survival. In the event of termination or expiration of this Agreement for
      any reason, Sections 1, 2.4, 3.5, 5, 6, 7, 8, 9, 10 and 11 shall survive
      termination and continue in effect in accordance with their terms.

10.   LIMITATION OF LIABILITIES

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER IN CONNECTION WITH THIS
AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL
DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE,
ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE MICROSOFT
SOFTWARE 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 6 (REGARDING CONFIDENTIALITY), NOR TO
ICP'S INDEMNITY OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS AS PROVIDED IN
SECTION 8 OF THIS AGREEMENT.

11.   GENERAL PROVISIONS

11.1   Notices. All notices and requests in connection with this Agreement shall
       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. Any such
       notices to ICP should be sent to the address set forth in the ICP Table
       on the first page of this Agreement, and sent to the attention of the ICP
       Contact named in such ICP Table. Any such notices to Microsoft should be
       addressed as follows:

       ----------------------------------------
       ADDRESS:
       ----------------------------------------
       Microsoft Corporation
       One Microsoft Way
       Redmond, WA  98052-6399
       Attention: Patty Jackson
       ----------------------------------------
       Phone:   (425) 882-8080
       ----------------------------------------
       Fax:     (425) 936-7329
       ----------------------------------------
       COPY TO: LAW AND CORPORATE AFFAIRS
       ----------------------------------------

                      Microsoft Confidential & Proprietary               Page 12

<PAGE>   13
                      Windows Media Technologies Promotion and Support Agreement


       Microsoft Corporation
       One Microsoft Way
       Redmond, WA  98052-6399

       Attention:  Law & Corporate Affairs
       ----------------------------------------
       Phone:   (425) 882-8080
       ----------------------------------------
       Fax:     (425) 936-7409
       ----------------------------------------

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

11.2  Independent Parties. Nothing in this Agreement shall be construed as
      creating an employer-employee relationship, an agency relationship, a
      partnership, or a joint venture between the parties.

11.3  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 this Agreement will take place
      exclusively 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.

11.4  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 shall be entitled to recover its costs, including
      reasonable attorneys' fees.

11.5  Assignment. This Agreement and any rights or obligations hereunder may not
      be assigned by ICP without Microsoft's prior written approval. Any
      attempted assignment, sub-license, transfer, encumbrance or other disposal
      by ICP without such consent will be void and will constitute a material
      default and breach of this Agreement for which Microsoft may terminate
      this Agreement in accordance with Section 9.1. Except as otherwise
      provided, this Agreement will be binding upon and inure to the benefit of
      the parties' successors and lawful assigns.

11.6  Force Majeure. Neither party shall 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, acts of God, 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.

11.7  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.


                      Microsoft Confidential & Proprietary               Page 13

<PAGE>   14
                      Windows Media Technologies Promotion and Support Agreement


11.8  Entire Agreement. This Agreement does not constitute an offer by Microsoft
      and it shall not be effective until signed by both parties. This Agreement
      constitutes the entire agreement between the parties with respect to the
      subject matter hereof and merges all prior and contemporaneous
      communications. It shall not be modified except by a written agreement
      dated subsequent to the date of this Agreement and signed on behalf of ICP
      and Microsoft by their respective duly authorized representatives.




                      Microsoft Confidential & Proprietary               Page 14
<PAGE>   15


                      Windows Media Technologies Promotion and Support Agreement


IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date written above.


    -------------------------------     ----------------------------------------
    MICROSOFT CORPORATION               NETRADIO CORPORATION
    -------------------------------     ----------------------------------------


    By: /s/ Kurt Buecaeler              By: /s/ Edward A. Tomechko
    -------------------------------     ----------------------------------------


    Name (print): Kurt Buecaeler        Name (print): Edward A. Tomechko
    -------------------------------     ----------------------------------------


    Title: Director Business Dev.       Title: President and CEO
    -------------------------------     ----------------------------------------


    Date: Dec. 10, 1999                 Date: 11/30/99
    -------------------------------     ----------------------------------------


                      Microsoft Confidential & Proprietary               Page 15


<PAGE>   16

                      Windows Media Technologies Promotion and Support Agreement



         EXHIBIT A: WINDOWS MEDIA GUIDE SITE PARTICIPATION REQUIREMENTS


         This Exhibit sets forth the requirements which apply in order for ICP
Content Modules (i.e., the descriptive information about ICP's Content that
Microsoft uses on the WindowsMedia.com Web Site) and/or ICP Web Site Links to be
included in the Windows Media Guide Site (referred to herein as "WMG"), as
further described in Section 2.3 of this Agreement.

a.   Promotion of Windows Media Technologies. Throughout the Term, ICP will use
     and promote the Windows Media Technologies as follows:

     (1)      The parties agree that the primary focus of the ICP Web Site pages
              that contain ICP Streaming Media 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 Web Site and WMG. ICP will use
              and promote Windows Media Technologies 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, and (iii) bandwidth allocation.
              ICP shall include on the home page of the ICP Web Site a direct
              link to ICP Web Site pages containing ICP Streaming Media in
              Windows Media Technologies-compatible Windows Media Format. ICP
              shall ensure that such ICP Web 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 Windows
              Media Technologies 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, as applicable for the ICP Streaming Media:

              1.  FM stations will be encoded in at least 16KB (e.g. Windows
                  Media Audio compression for music, or either Voxware AC16V1
                  16.0 kbps, 16 kHz, Mono or MPEG Layer-3 11Khz mono for voice)
                  and/or
              2.  AM stations will be encoded in at least 8KB (e.g. Voxware AC
                  8-11025 mono) codecs.
              3.  All on-demand videos are to be encoded in multiple data rates
                  (at least 22 KB & 37 KB streams).
              4.  All Streaming Media must use either MPEG 4 v.3 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 WMG end users on
                  ICP Web Site pages. In addition, ICP must offer the most
                  popular Streaming Media, in ICP's reasonable estimation, in
                  Windows Media Technologies-compatible Windows Media Format
                  within the ICP Web Site
              7.  All ICP Streaming Media must be updated at least five (5)
                  times per week.

                      Microsoft Confidential & Proprietary               Page 16
<PAGE>   17

                      Windows Media Technologies Promotion and Support Agreement


              8. All radio stations must stream Content twenty-four (24) hours
                 per day. If archived Content is assembled into a broadcast,
                 there must be at least four (24) hours of unique Content looped
                 in the program.

     (2)      ICP will use commercially reasonable efforts to provide the
              following Above the Fold on all ICP Web Site pages that contain or
              provide access to ICP Streaming Media: 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 the page layout diagram in Attachment 2
              to this Exhibit). To enhance the user experience, if the ICP is
              providing Content in the form of headlines for the main page of
              WMG, the ICP will display only that ICP Streaming Media compatible
              with, and only those webcast media player logos for, the Windows
              Media Player on ICP Web Site pages linked directly from the ICP
              Web Site Links and Content Modules on the WMG main page. To
              enhance the user experience, if the ICP is providing headlines for
              pages other than the main page of WMG, the ICP will use
              commercially reasonable efforts to, within sixty (60) days of
              Effective Date, display only that ICP Streaming Media compatible
              with, and only those webcast media player logos for, the Windows
              Media Player on ICP Web Site pages linked directly from the ICP
              Web Site Links and Content Modules on WMG pages other than the WMG
              main page.

     (3)      ICP will use commercially reasonable efforts to provide Microsoft
              with ICP Web Site Links and Content Modules, on a daily basis,
              that meet the Content Module Editorial Guidelines set forth in
              Attachment 1 to this Exhibit 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 Web 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, worldwide right and license during the Term
     and a commercially reasonable wind-down period thereafter to use and
     display such mark solely for purposes of inclusion in WMG (including any
     successors thereof).

c.   Descriptive Information About ICP's Content. To the extent containing any
     information protected by copyright or other intellectual property, ICP
     hereby grants Microsoft a non-exclusive, non-transferable, royalty-free,
     worldwide right and license during the Term and a commercially reasonable
     wind-down period thereafter to use, copy, publicly perform and display,
     transmit and distribute Content Modules solely for purposes of inclusion of
     such Content Modules on WMG.

d.   Demonstration Rights. ICP hereby further grants Microsoft a non-exclusive,
     non-transferable, royalty-free, worldwide right and license during the Term
     and a commercially reasonable wind-down period thereafter to use and
     publicly perform and display the ICP Name, ICP Service Name, ICP Web Site
     name, Content Modules, screen shots and/or interactive versions of the ICP
     Web Site solely for the purposes of demonstrating ICP's use of Windows
     Media Technologies at trade shows or other industry or press events and
     other advertising and promotional activities concerning Windows Media
     Technologies and/or WMG.


                      Microsoft Confidential & Proprietary               Page 17
<PAGE>   18

                      Windows Media Technologies Promotion and Support Agreement


e.   Reservation of Rights. Except as specifically set forth in section (b), (c)
     and (d) above, Microsoft shall make no other use of the mark, Content
     Modules, the ICP Name, ICP Service Name, ICP Website name, screen shots or
     interactive versions of the ICP Website (collectively the "ICP
     Properties"). Except for the limited right and license granted above in
     sections (b), (c) and (d), ICP shall retain all right, title and interest
     in and to the ICP Properties.




                      Microsoft Confidential & Proprietary               Page 18

<PAGE>   19

                      Windows Media Technologies Promotion and Support Agreement


                            ATTACHMENT 1 TO EXHIBIT A

                               WINDOWS MEDIA GUIDE
                       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 the ICP Web 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.

         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 Confidential & Proprietary               Page 19

<PAGE>   20

                      Windows Media Technologies Promotion and Support Agreement


Microsoft may in its discretion test Content Modules in the WMG 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 Exhibit A, 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 Windows Media Guide
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 WMG
to use in the event of any Content Module problems. If ICP encounters any
problems on WMG, one of such technical contacts should email
wetbug@microsoft.com.

                      Microsoft Confidential & Proprietary               Page 20

<PAGE>   21

                      Windows Media Technologies Promotion and Support Agreement


                            ATTACHMENT 2 TO EXHIBIT A

               EXAMPLE PAGE OF ICP WEB SITE WITH LOGO OR TEXT LINK
                        FOR WINDOWS MEDIA PLAYER DOWNLOAD


ICP should design ICP Web Site pages according to the following:




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

                      <whatever else ICP wants on top page>

                 View / Listen using Windows Media Player (link)
                                     and/or
                     Get Windows Media Player (link or logo)




                   <Above the Fold 600 x 800 pixel resolution>



                    <whatever else ICP wants on bottom page>





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

                      Microsoft Confidential & Proprietary               Page 21

<PAGE>   22

                      Windows Media Technologies Promotion and Support Agreement



                                    EXHIBIT B


                          GET WINDOWS MEDIA(TM) PLAYER
                                  LOGO PROGRAM

Get Windows Media(TM) 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.

         [GRAPHIC OMITTED][GRAPHIC OMITTED]
     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 Media(TM) Player logo usage guidelines

1.   Except as Microsoft may authorize elsewhere, non-Microsoft Web sites may
     display only the Get Windows Media(TM) 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.
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.


                      Microsoft Confidential & Proprietary               Page 22
<PAGE>   23

                      Windows Media Technologies Promotion and Support Agreement


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]1999 Microsoft Corporation.  All rights reserved.  Terms of Use.



                      Microsoft Confidential & Proprietary               Page 23