EXHIBIT 10.2

                   CONFIDENTIAL INFORMATION OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
                       ASTERISKS (*) DENOTE SUCH OMISSIONS

Sun
microsystems

                             SUN MICROSYSTEMS, INC.
                           SERVICE PROVIDER AGREEMENT

This  "AGREEMENT"  is  effective  on  November  1,  1998,  by  and  between  Sun
Microsystems, Inc., ("Sun"), having a place of business at 901 San Antonio Road,
Palo Alto,  California 94303 and America Online,  Inc. ("AOL") having a place of
business at 22000 AOL Way, Dulles,  Virginia 20166. The General Commercial Terms
that govern the relationship  between Sun and AOL follow in Section 1. Generally
applicable legal terms are contained in Section 2.

1.0  GENERAL COMMERCIAL TERMS

     1.1       DEFINITIONS

         (A)   "EQUIPMENT"  means the hardware  components (may also be referred
               to as  "hardware")  of Products  and  includes the media on which
               Software is loaded.

         (B)   "Sun Products" or  "Product(s)"  means the Sun computer  hardware
               products  sold to AOL and the software  products  licensed to AOL
               under this Agreement.

         (C)   "SOFTWARE" means the software  program  components of Products in
               machine-readable form and related documentation.

         (D)   "AOL"  includes all entities in which AOL directly or  indirectly
               owns more than 50% of the  voting  securities  together  with all
               other entities of which AOL directly or indirectly  owns at least
               19.9% of the  voting  securities  and which  operate  an  on-line
               service  utilizing an  AOL-owned  brand;  provided  that any such
               entities  agree  in  writing  to be  bound  by the  terms of this
               Agreement.

         (E)   "AOL  Services"  includes   integrated,   end-to-end   electronic
               commerce and extended communities and communication services.

     1.2       SCOPE.  This Agreement  governs AOL's  authorization  to purchase
               certain Sun Products  directly  from Sun for internal use by AOL.
               Authorized  AOL  buying  locations  are  set  out in  Exhibit  A;
               provided that AOL may add buying locations upon written notice to
               Sun. AOL may not resell Sun Products  pursuant to this Agreement.
               AOL may apply to become a Sun Authorized Value Added Reseller and
               Sun will in good faith negotiate terms for an Agreement on a most
               favored reseller basis. The parties Agreement entitled "Strategic
               Alliance and End User  Discount  Agreement"  dated  September 24,
               1997 is hereby immediately terminated;  however, this termination
               shall not  affect any Sun  Enterprise  Services  obligations  set
               forth therein,  all of which will survive in accordance  with the
               terms set forth therein.

     1.3       PURCHASE COMMITMENTS

         (A)   AOL commits to purchase Sun Products so that "net revenue" to Sun
               (applicable  list  price  of  Sun  Products  minus  the  discount
               provided herein) is as follows:

                        For November 1, 1998 until June 30, 2000:  $100 Million
                        (the "First Period");

                        July 1, 2000 until June 30, 2001:  $100 Million 
                        (the "Second Period"); and,

                        July 1, 2001 until June 30, 2002:  $100 Million
                        (the "Third Period").

         (B)   If AOL fails to purchase  the amount of the  commitments  for any
               Period set forth in Section 1.3(A), AOL shall pay Sun "Liquidated
               Damages," as Sun's sole and exclusive remedy for AOL's failure to
               meet its commitments under Section 1.3(A) as follows:

                           1) For the First Period, the Liquidated Damages shall
                           be  forty  percent  (40%)  of  the  shortfall  of the
                           amounts  committed in the First Period under  Section
                           1.3(A);

                           2) For the Second and Third  Periods,  the Liquidated
                           Damages  shall be ten  percent  (10%) of the first 20
                           Million Dollars ($20,000,000) of the shortfall of the
                           amounts  committed  in the Second  and Third  Periods
                           under  Section  1.3(A) and forty percent (40%) of any
                           remaining portion of the shortfall.

               For any Sun  Product  purchases  in any  Period  in excess of the
               minimum  amount  required  for such  Period,  such  excess can be
               carried forward and applied to the minimums  required in the next
               Period.  At AOL's request,  AOL may apply any Liquidated  Damages
               assessed and paid as a credit  against fifty percent (50%) of any
               amounts purchased in excess of the commitments required under any
               remaining  Period  under  Section  1.3(A).  If this  Agreement is
               extended  pursuant to Section 1.15(A),  then AOL purchases of Sun
               Products  in excess  of the  commitments  of Period  Three may be
               applied against the Sun Product purchase  commitments of all such
               extensions.  Sun  Product  purchased  by AOL from Sun  authorized
               resellers  will be applied  against the minimum  commitments  for
               each or any Period provided AOL submits  written  notification to
               Sun of such purchases and Sun confirms the  purchases.  Purchases
               made by AOL in  November  1998 are  governed by the terms of this
               Agreement.

     1.4       ACCOUNT PLAN.  AOL will submit  Account Plans to Sun. The initial
               Account Plan will be submitted in February  1999;  Account  Plans
               shall thereafter be submitted annually,  commencing July of 1999.
               The initial  Account  Plan will cover the  remainder  of the year
               ending June 1999.  Each further  Account Plan will cover the then
               applicable  Commitment  Period  identified  in Section 1.3 or any
               extension period pursuant to Section 1.15. The Account Plan shall
               set forth  procurements  planned for the applicable  Period.  The
               Account Plan will state AOL's understandings and intentions,  but
               will have no other binding effect.

     1.5       SUN DEVELOPMENT FUND.


               Sun agrees to invest *** in the  development of Sun's systems and
               Java   platforms   on  features   and   enhancements   (including
               client-side) in each of the following periods:

                  (i)      from November 1, 1998 until December 31, 1999;

                  (ii)     calendar year 2000, and

                  (iii)    calendar year 2001

               Sun will expend  these funds  pursuant to the "Joint  Development
               Agreement" being entered by the parties concurrently herewith. In
               the event the Joint Development  Agreement between the parties is
               terminated,  AOL will be  entitled  to a credit  equal to  thirty
               percent (30%) of any of the unused funds  specified  herein which
               credit may be applied against purchases of Sun Products.

     1.6       SALES AND SERVICE SUPPORT.

               In  consideration  of the purchase  commitments  as identified in
               Section 1.3, Sun commits to provide service  maintenance  pricing
               as follows:

         (A)   For Products  Purchased and Installed in the  continental  United
               States. For the first *** of aggregate  purchases of Sun Products
               purchased  by AOL under the  Agreement  for its internal use (the
               "Initial  Installed  Base") the  maintenance  fee will be *** per
               annum on Products.  The  maintenance  fee will only  increase for
               additional purchases as follows:

               (i)     for AOL purchases  that result in an installed base of up
                       to ***  systems  beyond the Initial  Installed  Base (for
                       AOL's  internal   use),   there  will  be  no  additional
                       maintenance fee;

               (ii)    when AOL has an  installed  base of more than *** systems
                       beyond the Initial  Installed  Base, the  maintenance fee
                       will be increased by the rate of *** per annum.

               (iii)   the  maintenance  fee will be  thereafter be increased by
                       the additional  rate of *** per annum for each additional
                       *** systems in the Installed Base (i.e.,  at *** systems,
                       etc.)  beyond the Initial  Installed  Base.  For each and
                       every *** per annum increase in the maintenance  fee, Sun
                       will place one additional  full-time,  dedicated  support
                       person  on-site  at AOL and shall  increase  the  on-site
                       spares to the appropriate  levels.  For purposes  hereof,
                       the   "Installed   Base"   hereunder  will  mean  systems
                       purchased and installed hereunder, less systems taken out
                       of service by AOL.

         (B)   For Products  Purchased  and  Installed  outside the  continental
               United States.  For Sun Products  purchased and installed outside
               of the continental United States, AOL, at its option, may receive
               maintenance and Service Support for such Products either by:

               (1)     Entering a maintenance contract with Sun, at the Platinum
                       Level (as defined herein) where available, and paying Sun
                       *** of the applicable list price of the Sun Products; or

               (2)     Agreeing to pay Sun for a  full-time,  dedicated  support
                       person  on-site at AOL at a rate of *** per year plus the
                       local published  uplift.  AOL will provide Sun with prior
                       notice as to each of the locations  where it will require
                       service on Sun Products.

         (C)   Sun's  obligations  to provide  sales,  services and  maintenance
               support   hereunder  shall  terminate  upon  the  termination  or
               expiration of this Agreement,  whichever is sooner.  However,  if
               AOL  desires  to  Continue  service  on  Sun  Product   purchased
               hereunder  upon the earlier of the  termination  or expiration of
               this Agreement,  then Sun will continue to provide support on the
               terms  and  conditions   hereof,   including  fees,   subject  to
               modifications  of  fees  to  reflect  cost  increases  to  Sun of
               applicable  labor and parts, for a period of up to four (4) years
               following termination.

         (D)   The maintenance  provided  hereunder will be Sun's Platinum level
               of  support  (as  the  terms  of  that  offering,  which  are not
               inconsistent with the terms of this section, are set forth in the
               offering  attachment  hereto). In furtherance of this commitment,
               Sun shall deploy its Mission Critical Readiness Team (MCRT); such
               support  includes  Platinum  level  service  plus   AOL-dedicated
               personnel in Sun's Customer Care Center, 24 x 7 x 365 escalations
               and on-site spares.  At least 8 dedicated  support personnel will
               initially be  provided,  some of which will be on-site at AOL (as
               mutually  determined by AOL and Sun), with appropriate  increases
               as provided herein and by Sun's highest level policies.

         (E)   Upon AOL's reasonable  request,  Sun agrees to replace Sun system
               parts  with  AOL-owned  third-party  "Sun  Certified  Parts"  and
               further  install  such  "Sun  Certified  Parts"  in  Sun  systems
               purchased  hereunder  and,  within a reasonable  proximity of the
               original  system,  reinstall  the  removed Sun parts in other Sun
               systems  purchased by AOL hereunder.  In the event that AOL-owned
               "Sun Certified Parts" do not resolve a specific identified repair
               issue,  then AOL  agrees  to  purchase  from Sun the  appropriate
               parts.  Installation  will be included  as part of all sales,  as
               part of the maintenance fee.

         (F)   AOL may use SPDF hands (as  provided  for in  section  1.9 below)
               toward payment on Sun Enterprise  Services  training  classes and
               training  services.  If AOL cannot or  chooses  not to so utilize
               SPDF,  or has  exhausted  all SPDF,  Sun grants AOL a twenty-five
               percent (25%) discount off the Sun Enterprise Services Price List
               for published  training and educational  offerings.  The discount
               set forth  above is in addition to free  classes  (i.e..  product
               release  and  orientation  classes)  offered by Sun which will be
               made available to AOL.

     1.7       CORPORATE EXECUTIVE MEETINGS. So that Sun may provide the systems
               and products and services  required by AOL, the parties  agree to
               meet as often  as  needed  by  mutual  consent,  to  discuss  and
               recommend  methodologies and processes (including any application
               re-engineering, tuning requirements, life-cycle costs, and target
               cost-performance  goals).  In  addition,  AOL shall  maintain and
               provide to Sun a standing  requirements  list, in priority order,
               of features  requested by AOL. This list,  with status,  shall be
               reviewed at each meeting.

     1.8       PRICES AND DISCOUNTS.

         (A)   Prices  and  license  fees  for  Products  will be  based  on the
               appropriate Sun Computer Systems Division ("CSD") Worldwide Price
               List consisting of four geographic  price lists that will be used
               for all purchases of Sun  Products.  The  appropriate  Price List
               will be  determined by the "Country of Final  Destination."  Each
               Country of Final  Destination  is  covered by one of these  price
               lists, as specified in the Country Price List Table  incorporated
               in the Worldwide Price List Book.

         (B)   AOL's  net  price  for  Products  or spare  parts  purchased  and
               licensed  under  this  Agreement  shall  be  the  Sun  applicable
               Worldwide List Price at the time AOL's order is accepted,  less a
               discount  of *** on  Category  A  Products,  ***  on  Category  B
               Products and *** on Category H Products.

         (C)   AOL is authorized to purchase "Development  Equipment" consisting
               of Sun Products priced pursuant to the applicable Worldwide Price
               List at the time the order is accepted  less a discount of *** on
               Category  A  Products,  *** on  Category  B  Products  and *** on
               Category H Products.  AOL is required to inform Sun in writing as
               to the  specific  development  project for which the  Development
               Equipment is to be used  pursuant to procedures to be agreed upon
               by the parties.

         (D)   Discounts  provided herein will not apply to those Products which
               are listed as  "non-discountable"  in the appropriate price list,
               nor may they be applied to exceed  any listed  maximum  discount.
               Such discounts will apply towards purchases of discountable spare
               parts,  but  such  discounts  will  not  apply  to  purchases  of
               training,  installation  (except  where  included in the purchase
               price of the Products),  consulting, repairs, maintenance work or
               similar  services  and some code  license  fees.  Price lists are
               subject to change at any time.

         (E)   *** approximately 21 lines omitted ***

         (F)   Sun agrees to grant AOL most favored customer  status,  such that
               no other commercial  customer  providing  services similar to AOL
               Services (excluding government,  education,  non-profit customers
               and resellers to these  customers)  shall receive better pricing,
               terms and  conditions on an overall basis taking into account all
               benefits,  terms and  conditions on an overall basis  accruing to
               AOL under this Agreement.

         (G)   In the event that Sun reduces its list price on any Sun  Product,
               such reduced list price will be utilized for  calculating  prices
               on all of such Sun  Products  purchased  by AOL within sixty (60)
               days prior to such price reduction. AOL will receive a credit for
               the price  reduction  which may be utilized  for  purchase of Sun
               Products  including  for  payments of  invoices  of any  affected
               product.

     1.9       SERVICE  PROVIDER  DEVELOPMENT FUND ("SPDF") This section governs
               AOL accrual, use, and reimbursement of SPDF.

         (A)   AOL will  receive SPDF at a rate equal to two percent (2%) of its
               net direct purchase of Sun Products.

         (B)   SPDF shall be utilized by AOL as follows:

                           50% of SPDF on SMI technology, training, services

                           50% of SPDF on  Marketing  Initiatives.  SPDF  may be
                           utilized for all  marketing  undertaken  by AOL under
                           the Strategic  Development  and  Marketing  Agreement
                           being  entered  into  by  the  parties   concurrently
                           herewith.

         (C)   The policies and procedures  governing the AOL's  reporting,  use
               and  reimbursement  of SPDF are set forth on the web site (URL to
               be determined).

         (D)   AOL agrees to pay all such taxes as required.

         (E)   All claims for  reimbursement  must be received by the designated
               co-op agency within 6 months from the accrual date. Any funds not
               claimed  during this time period will be  forfeited  to Sun.  AOL
               shall be advised in writing of unused  funds at least thirty (30)
               days prior to the forfeiture due.

         (F)   Sun shall not be responsible  in any way for any acts,  errors or
               omissions of the designated co-op agency.

     1.10      SALES  INFLUENCE  PROGRAM.  AOL shall  receive  influence  credit
               pursuant to the Sun Sales  Influence  Agreement  attached  hereto
               when:

               (i)     AOL  actually  influences  a  sale  of  Sun  Products  to
                       customers  who have not  purchased  Sun  Products  in the
                       twelve (12) months preceding the sale, and

               (ii)    as provided in Section 12 thereof.

     1.11      PAYMENT TERMS.  Prices and fees for Sun Products and services are
               exclusive  of all  shipping  and  insurance  charges,  and do not
               include  sales  tax or any  other  tax  based  upon the  value of
               Products,  services  and/or  Software.  AOL  is  responsible  for
               payment of all such charges and taxes. AOL agrees to pay any fees
               within 30 days from the date of invoice or shipment, whichever is
               later.  Sun  reserves  the  right  in its  reasonable  commercial
               judgment  to place AOL on credit  hold,  in which  event Sun will
               promptly   inform  AOL  and  may,  a)  with  respect  to  Product
               purchases, delay or reschedule AOL orders, and b) with respect to
               Services,  discontinue  the  delivery of  Services  upon 30 days'
               notice to AOL if payment  has not been  received.  Interest  will
               accrue from the date on which payment is due at the lesser of 15%
               per annum or the maximum rate  permitted by  applicable  law. AOL
               will not be required to pay the disputed  portion of any invoice,
               pending  resolution of that dispute,  provided that Notice of the
               dispute has been  forwarded  to Sun in writing  within 15 days of
               the date of the invoice.

     1.12      ORDERS AND DELIVERY. AOL may submit written Product orders to Sun
               at any time.  However,  acceptance of AOL's  Product  orders will
               only be  effective  upon  issuance of Sun's order  acknowledgment
               form.  Sun  will use  reasonable  efforts  to meet  the  delivery
               date(s)  identified on the  acknowledgment  form. If AOL places a
               purchase  order  with Sun and Sun  cannot  deliver  Sun  Products
               within the  greater of the Sun  published  lead time or eight (8)
               weeks,  and AOL  cancels  the order,  reorders  non-Sun  computer
               equipment of comparable functionality to the Sun Products ordered
               and provides Sun with  documentation  evidencing the  alternative
               purchase,  then Sun will  credit  against the  applicable  yearly
               commitment  identified  in  Section  1.3,  the net  amount of the
               cancelled order.  Unless otherwise  specified an AOL's order, Sun
               may not make partial deliveries or invoice each partial delivery.
               Such  deliveries will not relieve AOL of its obligation to accept
               other parts of its order. Title to Equipment, and risk of loss of
               or damage to Products,  will pass to AOL upon shipment by Sun, Ex
               Works  Sun's  product  delivery  center.  For  purposes  of AOL's
               payment obligations  hereunder,  products will be deemed accepted
               upon receipt by AOL.  Sun's  product  offerings  are  continually
               evolving.  Accordingly,  Sun  reserves  the right to make product
               substitutions  and  modifications  that do not  cause a  material
               adverse effect in product performance.

     1.13      RESCHEDULING,  RECONFIGURATION, AND CANCELLATION CHARGES. AOL may
               reschedule,  reconfigure,  refuse or cancel  the whole or part of
               any  Product  order  once,  at no charge,  provided  the  written
               request  to do so is  received  by Sun at least  sixty  (60) days
               prior  to  the  scheduled  delivery  date  and,  in the  case  of
               rescheduling or  reconfiguration,  the requested delivery date is
               within sixty (60) days of the original delivery date. If an order
               for a Product is rescheduled, reconfigured, refused, or cancelled
               at AOL's request on any other basis,  or if Sun  reschedules  the
               Product order  because AOL fails to meet an obligation  under the
               Agreement,   then  Sun  may,  upon  written  notice  to  AOL  and
               reasonable  opportunity for AOL to cure,  charge AOL a restocking
               fee equal to ten percent  (10%) of the  applicable  list price of
               the rescheduled,  refused,  reconfigured or cancelled  portion of
               the order.

     1.14      PRODUCT  UPGRADES.  The list price of Product  upgrades  is based
               upon the return to Sun of specified  parts from  system(s)  being
               upgraded, as identified in the applicable End User Price List. If
               Sun does not receive the specified  parts within  forty-five (45)
               days of upgrade  delivery  to AOL,  Sun will  invoice AOL for the
               non-returned  parts. AOL agrees to pay Sun for such  non-returned
               parts the  difference  between  the list  price of the  purchased
               upgrade(s)  and the  list  price  of the  upgraded  system(s)  if
               purchased new.

     1.15      TERM AND TERMINATION

         (A)   Term.

               This  Agreement  shall  commence  an  November  1, 1998 and shall
               remain in force until and through  June 30,  2002.  Upon  written
               request from AOL, this Agreement will be extended for up to three
               (3) years,  in separate  one year  increments,  if AOL commits to
               purchase  100  Million  in Sun  Products  during  each  year this
               Agreement is extended.

         (B)   Termination.

               (1) This Agreement may be terminated by either party,  by notice,
               if the other party fails to cure any material  remediable  breach
               of this Agreement within ninety (90) days of receipt of Notice of
               such breach.

               (2) If Sun terminates the  "Strategic  Development  and Marketing
               Agreement"  as a  result  of  the  change  of  control  of AOL as
               provided in the Strategic  Development  and Marketing  Agreement,
               then Sun may immediately terminate this Agreement upon Notice.

               (3) If AOL terminates the  "Strategic  Development  and Marketing
               Agreement"  as a  result  of  the  change  of  control  of Sun as
               provided in the Strategic  Development  and Marketing  Agreement,
               then AOL may immediately terminate this Agreement upon Notice.

         (C)   Effect of Termination.

               (1) Upon any  termination  or expiration of this  Agreement,  AOL
               shall no longer be authorized  to purchase Sun  Products.  In the
               event of  termination  for cause,  Sun will not be  obligated  to
               accept any AOL orders that have not been previously accepted.

               (2) Rights and  obligations  under this Agreement  which by their
               nature should survive, will remain in effect after termination or
               expiration hereof. Neither party shall be liable to the other for
               damages of any kind, on account of the  termination or expiration
               of this Agreement in accordance with its terms and conditions.

         (D)   Netscape Closing.

               In the event the currently  contemplated  merger  between AOL and
               Netscape does not close, then:

               (1) Section  1.3(B) shall be amended such that AOL's  commitments
               for the  First,  Second  and Third  Periods  shall be 30  Million
               Dollars   ($30,000,000)   for  each  Period  so  that  the  total
               commitments  over the three Periods  shall be 90 Million  Dollars
               ($90,000,000).  In such event, Liquidated Damages for each Period
               shall in all  instances be based upon forty  percent (40%) of any
               shortfall below the revised  commitment  provided in this Section
               1.15(D)(1).  Section 12 of the Sales Referral  Agreement attached
               hereto will be nullified.

               (2) In the event that both the  contemplated  merger  between AOL
               and Netscape does not close and the Joint  Development  Agreement
               is  terminated,  then AOL will have the option to  eliminate  any
               further  Liquidated  Damages  for  failure  to meet  the  revised
               commitments under Section  1.15(D)(1) and AOL will be entitled to
               the credit for the unused finds specified in Section 1.5.

               (3) In the  event  that AOL  exercises  the  option  set forth in
               Section  1.15(D)(2),  the  provisions  of Section  1.8(F) will be
               nullified and the provisions of Section 1.8 will be renegotiated.

     1.16      BINARY CODE LICENSE

         (A)   Grant and  Restrictions:  As set forth in Exhibit B (Binary  Code
               License),  AOL is granted a  non-exclusive  and  non-transferable
               license ("License") for the use of Software provided with Product
               in machine-readable form and accompanying  documentation,  by the
               number  of users  for which  the  applicable  fee has been  paid.
               Transfer of the License  shall be pursuant to Exhibit C. Software
               is  copyrighted  and title to all copies is retained by Sun,  its
               licensors  or  both.  AOL will not make  copies  of  Software  or
               accompanying  documentation,  other than a  reasonable  number of
               copies of Software for archival purposes and, if applicable,  AOL
               may,  for its  internal  use only,  print the number of copies of
               on-line documentation for which the applicable fee has been paid,
               in which event all proprietary rights notices on Software will be
               reproduced   and  applied.   AOL  will  not  modify,   decompile,
               disassemble,  decrypt,  extract  or  otherwise  reverse  engineer
               Software.

         (B)   License  to  Develop:  In the event  that AOL  desires to develop
               software   programs  which   incorporate   portions  of  Software
               ("Developed  Programs"),  the following  provisions apply, to the
               extent applicable:  Developed Programs are to have an application
               programming interface that is the same as that of Software; fonts
               within such Software will remain associated with their toolkit or
               server; Developed Programs may be used and distributed,  but only
               on  computer  equipment  licensed  to utilize  Solaris  operating
               system  software,   unless  an  additional   Developer's  License
               Agreement  has been  executed by Sun and AOL; AOL is not licensed
               to develop printing applications or print, unless AOL has secured
               a valid printing  license;  incorporation of portions of Motif(R)
               in  Developed   Programs  may  require  reporting  of  copies  of
               Developed  Programs  to Sun;  and AOL agrees to  indemnify,  hold
               harmless  and defend Sun from and against  any losses,  expenses,
               claims or suits, including attorney's fees, which arise or result
               from  distribution  or use of Developed  Programs,  to the extent
               that such claims or suits arise from the development performed by
               AOL.

         (C)   Confidential   Information:    Software   is   confidential   and
               proprietary  information  of Sun,  its  licensors,  or both.  AOL
               agrees  to  take  reasonable   steps  to  protect  Software  from
               unauthorized disclosure or use.

         (D)   U.S.  Government  Restrictions:  If AOL is acquiring  Software or
               accompanying  documentation on behalf of the U.S. Government,  it
               will be subject to "Restricted  Rights",  as that term is defined
               in the Federal  Acquisition  Regulations  ("FARs")  in  paragraph
               52.227-19(c)(2),   or  its   equivalent   paragraph  in  the  DOD
               Supplement to the FARs or its successor provisions.

         (E)   Termination:  The License is effective until terminated.  AOL may
               terminate  the  License at any time by  destroying  Software  and
               accompanying  documentation  and all copies thereof.  The License
               will terminate  immediately  upon Notice from Sun if AOL fails to
               comply with the terms of this License Section or the Confidential
               Information  obligations set forth above. Upon  termination,  AOL
               will   destroy   all   copies  of   Software   and   accompanying
               documentation.

     1.17      YEAR 2000 WARRANTY

         (A)   Sun warrants that  specified  versions of Products  identified on
               Sun's  external  Web site  (url:  www.sun.com/y2000/cpl.html)  as
               being Year 2000 compliant  ("Listed  Products")  will not produce
               errors in the  processing of date data related to the year change
               from December 31, 1999 to January 1, 2000.  Date  representation,
               including leap years,  will be accurate when Listed  Products are
               used  in  accordance  with  their   accompanying   documentation,
               provided  that  all  hardware  and  software   products  used  in
               combination with Listed Products properly exchange date data with
               them.

         (B)   Specified  versions of Products  identified  on Sun's eternal Web
               site as not yet  compliant,  but  which  have a  compliance  date
               scheduled,  will become Listed  Products  when a remedial  patch,
               update or  subsequent  release is issued,  but in no event  later
               than June 30,  1999.  Other  Products  are not  covered  by these
               warranties.

         (C)   AOL's  sole  and  exclusive  remedy  for  Sun's  breach  of these
               warranties  will be for Sun: (i) to use  commercially  reasonable
               efforts  to  provide  AOL  promptly  with  equivalent  Year  2000
               compliant products; or (ii) if (i) is commercially  unreasonable,
               to refund to AOL its net book value for non-compliant Products.

         (D)   UNLESS  SPECIFIED  IN  THIS  SECTION,   ALL  EXPRESS  OR  IMPLIED
               CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
               WARRANTY OR MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE OR
               NON-INFRINGEMENT,  ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH
               DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

               SECTION 2: GENERAL TERMS

     2.1       AOL's OBLIGATIONS

         (A)   Indemnity and Insurance.  Each Party will defend, indemnify, save
               and hold  harmless the other Party and the  officers,  directors,
               agents,  Affiliates,  distributors,  franchisees and employees of
               such other  Party from any and all third party  claims,  demands,
               liabilities,  costs or expenses,  including reasonable attorney's
               fees ("Liabilities resulting from the indemnifying Party's breach
               of any duty, representation,  warranty of this Agreement,  except
               where  such  Liabilities  result  from the  gross  negligence  or
               knowing and willful  misconduct  of such other Party.  Each Party
               agrees to (i)  promptly  notify the other Party in writing of any
               indemnifiable  claim and give the other Party the  opportunity to
               defend or negotiate a settlement  of any such claim at such other
               Party's  expense,  and (ii) cooperate fully with the other party,
               at that other  Party's  expense,  in defending  or settling  such
               claim.

         (B)   Fair Representation. AOL shall display, demonstrate and represent
               Sun Products fairly and shall make no representations  concerning
               Sun  or  its  Sun  Products  which  are  false,  misleading,   or
               inconsistent with those  representations set forth in promotional
               materials,  literature and manuals published and supplied by Sun.
               AOL shall  comply with all  applicable  laws and  regulations  in
               performing under this Agreement.

     2.2       LIMITATION OF LIABILITY. Except for obligations under the Section
               entitled   "Aircraft  Product  and  Nuclear   Applications,"  any
               applicable  software  license,  and any  damages  caused by gross
               negligence, and to the extent not prohibited by applicable law:

         (A)   Each party's aggregate liability to the other for claims relating
               to this  Agreement,  whether  for  breach  or in  tort,  shall be
               limited  to the  amount  paid by AOL  for  Product  which  is the
               subject matter of the claims.

         (B)   Neither  party be liable  for any  indirect,  punitive,  special,
               incidental or consequential damages in connection with or arising
               out of  this  Agreement  (including  loss of  business,  revenue,
               profits,  use,  data, or other  economic  advantage),  however it
               arises,  whether  for  breach or in tort,  even if that party has
               been previously advised of the possibility of such damage.

         (C)   If a court  concludes  or the  parties  agree  that an  exclusive
               remedy  provided  for in this  Agreement  fails of its  essential
               purpose,  then Sun will have no  liability  for  damages  for the
               breach  or  nonperformance  of  the  Section(s)  covered  by  the
               exclusive remedy.

     2.3       PRODUCT  WARRANTY.  Product  warranties may vary depending on the
               type of Sun Products  purchased.  Applicable terms and conditions
               are as set out in the then current Sun applicable End Price List.
               Software  provided  with  Product  is  warranted  to  conform  to
               published  specifications  for a period of ninety  (90) days from
               the date of delivery. Sun does not warrant that; (i) operation of
               any such  Software will be  uninterrupted  or error free; or (ii)
               functions contained in such Software will operate in combinations
               which  may be  selected  for  use by the  licensee  or  meet  the
               licensee's  requirements.  These warranties extend only to AOL as
               an original  purchaser.  Sun  reserves  the right to change these
               warranties  at any time upon notice and without  liability to AOL
               or third parties.

         (A)   Limitation of Liabilities under Warranty:  AOL's exclusive remedy
               and Sun's entire  liability  under these  warranties will be: (i)
               with   respect  to   Equipment,   repair  or  at  Sun's   option,
               replacement;  and (ii) with respect to Software, using reasonable
               efforts to correct such Software as soon as practicable after AOL
               has  notified  Sun of  such  Software's  nonconformance.  If such
               repair,  replacement or correction is not reasonably  achievable,
               Sun will refund the purchase price/license fee.

         (B)   No Warranty:  No warranty will apply to: (i) any and all Software
               customization,  such  Software is provided "AS IS", and "WITH ALL
               FAULTS";  or (ii) any  Product  that is  modified  without  Sun's
               written consent or which has been misused,  altered,  repaired or
               used  with  Equipment  or  software  not  supplied  or  expressly
               approved by Sun.

     2.4       NO OTHER  WARRANTIES.  UNLESS  SPECIFIED IN THIS  AGREEMENT,  ALL
               EXPRESS OR IMPLIED  CONDITIONS,  REPRESENTATIONS  AND WARRANTIES,
               INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,  FITNESS FOR A
               PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO
               THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

     2.5       CONFIDENTIAL   INFORMATION.   If  Sun  desires  that  information
               provided to AOL under this Agreement be held in  confidence,  Sun
               will identify the information as confidential or proprietary. AOL
               may not disclose Sun's  confidential  or proprietary  information
               and may use it only for  purposes  specifically  contemplated  in
               this  Agreement.  Sun will treat tangible  business and financial
               information,   including   but  not  limited  to,  any  technical
               operation,  membership or capacity  information,  of AOL that has
               been previously identified as confidential,  with the same degree
               of care as it does its own similar  information.  If either party
               is  regarded   by  law  to   disclose  or  produce   confidential
               information to a third party, then the producing/disclosing party
               shall (i) notify  the other  party in a manner to allow the other
               party to seek appropriate protections from or conditions upon the
               required  disclosure,  and (ii) take  other  reasonable  steps to
               secure confidential status of the confidential  information.  The
               foregoing  obligations do not apply to information  which: (i) is
               or becomes  known by recipient  without an obligation to maintain
               its  confidentiality;  (ii) is or becomes  generally known to the
               public  through  no act or  omission  of  recipient,  or (iii) is
               independently  developed by recipient without use of confidential
               or  proprietary  information.  This  Section  will not affect any
               other confidential disclosure agreement between the parties.

     2.6       IMPORT AND EXPORT LAWS. All Products and technical data delivered
               under this Agreement are subject to U.S.  export control laws and
               may  be  subject  to  export  or  import   regulations  in  other
               countries.  AOL agrees to comply  strictly with all such laws and
               regulations and acknowledges  that it has the  responsibility  to
               obtain  such  licenses to export,  re-export  or import as may be
               required  after  delivery  to AOL.  AOL  agrees  that it will not
               export Products  outside the United States for purposes of resale
               unless AOL has been accepted into Sun's Passport  Program and has
               executed a Passport  Exhibit to this  Agreement.  AOL  recognizes
               that  under  the  Passport  Program,  the  prices  it pays may be
               different from those stated in this Agreement, and that purchases
               made  outside  the  U.S.  will be  subject  to  local  terms  and
               condition.

     2.7       AIRCRAFT  PRODUCT  AND  NUCLEAR  APPLICATIONS.  Products  are not
               designed or intended for use in on-line control of aircraft,  air
               traffic,  aircraft navigation or aircraft  communications;  or in
               the design, construction, operation or maintenance of any nuclear
               facility.  Sun  disclaims  any  express  or implied  warranty  of
               fitness for such uses.  AOL  represents and warrants that it will
               not use or resell the Sun Products for such purposes, and that it
               will use its best  efforts  to  ensure  that  its  customers  and
               end-users of the Sun  Products  are  provided  with a copy of the
               foregoing notice.

     2.8       TRADEMARKS LOGOS AND PRODUCT DESIGNS

               "Sun Trademarks" means all names,  marks, logos,  designs,  trade
               dress and other brand designations used by Sun in connection with
               Products.  AOL  may  refer  to  Products  by the  associated  Sun
               Trademarks,  provided that such  reference is not  misleading and
               complies with the then current Sun  Trademark and Logo  Policies.
               AOL shall not  remove,  alter or add to any Sun  Trademarks,  nor
               shall it  co-logo  Product.  AOL is  granted  no right,  title or
               license to, or interest in, any Sun Trademarks.  AOL acknowledges
               Sun's  rights in Sun  Trademarks  and agrees  that any use of Sun
               Trademarks  by AOL shall  inure to the sole  benefit of Sun.  AOL
               agrees  not to (i)  challenge  Sun's  ownership  or use of,  (ii)
               register,  or (iii)  infringe any Sun  Trademarks,  nor shall AOL
               incorporate  any Sun Trademarks  into AOL's  trademarks,  service
               marks,  company names,  internet addresses,  domain names, or any
               other similar designations. If AOL acquires any rights in any Sun
               Trademarks by operation of law or otherwise,  it will immediately
               at no  expense to Sun  assign  such  rights to Sun along with any
               associated goodwill, applications, and/or registrations.

     2.9       ADDITIONAL GENERAL TERMS

         (A)   Dispute Resolution.  Any action related to this Agreement will be
               governed by California law, excluding choice of law rules.

         (B)   Relationship  of the Parties.  This  Agreement is not intended to
               create a  relationship  such as a partnership,  franchise,  joint
               venture, agency or employment relationship. Neither party may act
               in a manner which expresses or implies a relationship  other than
               that of independent contractor, nor bind the other party.

         (C)   Assignment. Neither party may assign or otherwise transfer any of
               its rights or obligations under this Agreement, without the prior
               written  consent of the other  party,  except that Sun may assign
               its  right  to  payment  and  may  assign  this  Agreement  to an
               affiliated company.

         (D)   Waiver or  Delay.  Any  express  waiver or  failure  to  exercise
               promptly  any  right  under  this  Agreement  will  not  create a
               continuing waiver or any expectation of non-enforcement.

         (E)   Force  Majeure.  A party is not liable under this  Agreement  for
               non-performance  caused by Force  Majeure  events  or  conditions
               beyond that party's control if the party makes reasonable efforts
               to perform. This provision does not relieve AOL of its obligation
               to make payments then owing.

         (F)   Notices.  All written Notices  required by this Agreement must be
               delivered in person or by means  evidenced by a delivery  receipt
               and will be effective upon receipt.

         (G)   Execution.  This Agreement shall become binding only after it has
               been  signed by an  authorized  officer of AOL and an  authorized
               officer of Sun.

         (H)   Entire Agreement.

               (i)     This Agreement is the parties' entire agreement  relating
                       to   subject   matter.   It   supersedes   all  prior  or
                       contemporaneous    oral   or   written    communications,
                       proposals, conditions, representations and warranties and
                       prevails over any conflicting or additional  terms of any
                       quote,  order,  acknowledgment,  or  other  communication
                       between the parties relating to its subject matter during
                       the term of this Agreement.

               (ii)    No  modification to this Agreement will be binding unless
                       in writing and signed by an authorized  representative of
                       each party.

         (I)   Point of Contact.  Both  parties  agree to appoint and maintain a
               single person to serve as the point of contact for all day to day
               communications  regarding the performance and  implementation  of
               this  Agreement  (the "Contact  Person").  Sun's initial  Contact
               Person is Mike Abramowitz.  AOL's initial Contact Person is Terry
               Laber.  A party's  Contact  Person  may be changed  upon  written
               notice to the other party.

         (J)   Injunctive  Relief.  It  is  understood  and  agreed  upon  that,
               notwithstanding any other provisions of this Agreement, breach of
               this Agreement by a party may cause irreparable  damage for which
               recovery of money would be inadequate and that either party shall
               be entitled to timely  injunctive  relief to protect such party's
               rights  under this  Agreement in addition to any and all remedies
               at law.

         (K)   Return of Information. Upon the expiration or termination of this
               Agreement, each party will, upon the written request of the other
               party,  return or destroy  (at the option of the party  receiving
               the request) all Confidential Information, documents, manuals and
               other material specified by the other party.

         (L)   Headings.  The paragraph headings appearing in this Agreement are
               inserted  only as a matter of  convenience  and in no way define,
               limit,  construe,  or  describe  the  scope  or  extent  of  such
               paragraph or in any way affect this Agreement.

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

         (N)   Reference  Customer.  Sun  will  be  entitled  to  use  AOL  as a
               reference  customer  and to refer to AOL any  materials  in which
               Sun's clients and customers are  mentioned,  subject in each case
               to AOL's approval. AOL grants Sun the right to use AOL's name and
               logos and  related  other  trade  marks,  trade names and service
               marks in connection with any such materials.

         (O)   Exhibits.  The attached  Exhibits  may be modified  only upon the
               mutual  written  consent of the parties.  The current  version of
               each Exhibit is hereby incorporated by reference.

Sun and AOL  acknowledge  that each has read and  understood  this Agreement and
consents to be bound by its terms. Agreed to this 23rd day of November, 1998.


         SUN MICROSYSTEMS, INC.:    AMERICA ONLINE INC.:


         By:/s/ W. J.Raduchez                By:/s/ Matt Korn
         Name:  W. J. Raduchez               Name:  Matt Korn
         Title: Chief Strategy Officer       Title: Senior Vice President,
                                                    Network Operations
                                                                
         Date:  11/23/98                     Date:  11/23/98


                                    EXHIBIT A

                         AOL AUTHORIZED BUYING LOCATIONS

                             [TO BE PROVIDED BY AOL]

                     [NOT INCLUDED AS AN EXHIBIT TO ORIGINAL
                    AGREEMENT. EXHIBIT WILL BE PUBLICLY FILED
                   BY THE COMPANY ONCE IT HAS BEEN PREPARED.]

                                    EXHIBIT B

END USER BINARY CODE LICENSE

SUN IS WILLING TO LICENSE  THE  OPERATING  SYSTEM  SOFTWARE TO YOU ONLY UPON THE
CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE  AGREEMENT.
READ THE  TERMS  AND  CONDITIONS  OF THIS  LICENSE  CAREFULLY  BEFORE  USING THE
SOFTWARE.  BY USING THE SOFTWARE,  YOU AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT.  IF YOU ARE NOT  WILLING TO BE BOUND BY THIS  AGREEMENT,  YOU ARE NOT
AUTHORIZED TO USE THE OPERATING SYSTEM SOFTWARE.

1.  License to Use.  Customer is granted a  non-exclusive  and  non-transferable
license ("License") for the use of the applicable  Solaris(R)*  operating system
software in  machine-readable  form,  together with  accompanying  documentation
("Software"), by the number of users and with the class of computer hardware for
which the corresponding fee has been paid.

2. License to Develop.  In the event that Customer  desires to develop  software
programs which  incorporate  portions of Software  ("Developed  Programs"),  the
following provisions apply, to the extent applicable:  Developed Programs are to
have an application  programming interface that is the same as that of Software;
fonts within  Software are to remain  associated  with their  toolkit or server;
Developed  Programs may be used and distributed,  but only on computer equipment
licensed to utilize  Solaris  operating  system  software,  unless an additional
Developer's License Agreement has been executed by Sun and Customer; Customer is
not licensed to develop  printing  applications  or print,  unless  Customer has
secured  a valid  printing  license;  and  Customer  agrees to  indemnify,  hold
harmless  and  defend  Sun from and  against  any  claims  or  suits,  including
attorneys'  fees,  which arise or result from  distribution  or use of Developed
Programs to the extent such claims or suits arise from the development performed
by Customer.

3. Restrictions.  Software is copyrighted and title to all copies is retained by
Sun and/or its licensors. Customer shall not make copies of Software, other than
a single copy of Software for archival  purposes  and, if  applicable,  Customer
may,  for its  internal  use  only,  print  the  number  of  copies  of  on-line
documentation  for which the  applicable  fee has been paid,  in which event all
proprietary  rights notices on Software shall be reproduced and applied.  Except
as  specifically  authorized  in Paragraph 2 above,  Customer  shall not modify,
decompile,   disassemble,   decrypt,  extract,  or  otherwise  reverse  engineer
Software,   except  to  the  extent  any  of  the  foregoing   limitations   are
unenforceable under applicable law. Software is not designed or licensed for use
in on-line  control  equipment  in hazardous  environments  such as operation of
nuclear  facilities,  aircraft  navigation  or control,  or direct life  support
machines.

4. Confidentiality.  Software is confidential and proprietary information of Sun
and/or its licensors. Customer agrees to take adequate steps to protect Software
from unauthorized disclosure or use.

5. Warranty.  Sun warrants that the media on which Software is furnished will be
free of defects in materials  and  workmanship  under normal use for a period of
ninety  (90)  days  from the date of  purchase,  as  evidenced  by a copy of the
receipt.  Otherwise,  Software  is provided  "AS IS,"  without a warranty of any
kind.  This  warranty  extends  only  to  Customer  as  the  original  licensee.
Customer's  exclusive remedy and Sun's entire liability under this warranty will
be the  correction  of defects  in media or  replacement  of the  media,  or, if
correction or  replacement  is not  reasonably  achievable by Sun, the refund to
Customer of the license fee paid, upon return of Software.

6. Disclaimer of Warranty.  EXCEPT AS SPECIFIED IN THIS LICENSE  AGREEMENT,  ALL
EXPRESS OR IMPLIED  CONDITIONS,  REPRESENTATIONS  AND WARRANTIES,  INCLUDING ANY
IMPLIED  WARRANTY  OF  MERCHANTABILITY,  FITNESS  FOR A  PARTICULAR  PURPOSE  OR
NON-INFRINGEMENT, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.

7. Limitation of Liability. IN NO EVENT WILL SUN BE LIABLE FOR ANY LOST REVENUE,
PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,  INCIDENTAL OR PUNITIVE
DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY  ARISING OUT OF THE
USE OF OR  INABILITY  TO USE  SOFTWARE,  EVEN IF SUN  HAS  BEEN  ADVISED  OF THE
POSSIBILITY  OF SUCH  DAMAGES.  In no event shall Sun's  liability  to Customer,
whether in contract,  tort  (including  negligence),  or  otherwise,  exceed the
license fee paid by Customer for Software. The foregoing limitations shall apply
even if the above stated warranty fails of its essential purpose.

8.  Termination.  This  License is  effective  until  terminated.  Customer  may
terminate  this  License  at any  time by  destroying  all  copies  of  Software
including any documentation. This License will terminate immediately UPON notice
from Sun if  Customer  MATERIALLY  fails to comply  with any  provision  of this
License. Upon termination, Customer must destroy all copies of Software.

9. Export  Regulations.  Software,  including technical data, is subject to U.S.
export  control  laws,  including  the U.S.  Export  Administration  Act and its
associated  regulations,  and may be subject to export or import  regulations in
other  countries.  Customer agrees to comply strictly with all such  regulations
and acknowledges  that it has the  responsibility  to obtain licenses to export,
re-export, or import Software.

10.  U.S.  Government  Restricted  Rights.  If Customer  is  acquiring  Software
including  accompanying  documentation  on  behalf of the U.S.  Government,  the
following provisions apply. If Software is supplied to the Department of Defense
("DOD"),  Software is subject to "Restricted Rights", as that term is defined in
the DOD Supplement to the Federal Acquisition  Regulations ("DFAR") in paragraph
252.227-7013(c)(1).  If Software is supplied to any unit or agency of the United
States Government other than DOD, the Government's rights in Software will be as
defined in  paragraph  52.227-19(c)(2)  of the Federal  Acquisition  Regulations
("FAR").  Use,  duplication,  reproduction  or disclosure  by the  Government is
subject to such  restrictions or successor  provisions.  Contractor/Manufacturer
is: Sun  Microsystems  Computer  Company,  2550 Garcia Ave.,  Mountain  View, CA
94043.

11.  Governing  Law.  This  Agreement  is made  under,  shall be governed by and
construed  in  accordance  with the laws of the  State  of  California,  U.S.A.,
excluding its choice of law provisions.

12. Severability.  If any of the above provisions are held to be in violation of
applicable law, void, or unenforceable in any jurisdiction, then such provisions
are  herewith  waived to the extent  necessary  for the License to be  otherwise
enforceable in such jurisdiction.  However,  if in Sun's opinion deletion of any
provisions  of  the  License  by  operation  of  this   paragraph   unreasonably
compromises the rights of liabilities of Sun or its licensors,  Sun reserves the
right to terminate the License and refund the fee paid by Customer as Customer's
sole and exclusive remedy.

13. Integration. This Agreement is the entire agreement between Customer and Sun
relating to Software and: (i)  supersedes all prior or  contemporaneous  oral or
written  communications,  proposals  and  representations  with  respect  to its
subject matter;  and (ii) prevails over any  conflicting or additional  terms of
any quote, order,  acknowledgment,  or similar communication between the parties
during the term of this  Agreement.  No  modification  to this Agreement will be
binding,  unless in writing and signed by a duly  authorized  representative  of
each party.

                                    EXHIBIT C

                LICENSED SOFTWARE TRANSFER NOTIFICATION/AGREEMENT

TO:      Sun Microsystems, Inc.
         Attn: Contracts Department, M/S UPAL01-455
         901 San Antonio Road
         Palo Alto, CA 95134

TRANSFER NOTIFICATION:

         In  connection  with the sale of used  Sun  workstations  ("Equipment")
         Licensee  undertakes to notify Sun Microsystems,  Inc., of the transfer
         of certain  Licensed  Software in  conjunction  with such sale,  to the
         party herein  named below under  "Transfer  Agreement"  ("Transferee").
         Licensee  warrants  that  Licensee  has not  retained any copies of the
         Licensed  Software  transferred  in  conjunction  with the sale of used
         Equipment  to  Transferee  and  hereby  relinquishes  all rights in the
         Licensed Software previously granted by Sun.

Licensed Software Transferred:              Used Equipment Sold

         Licensed Software:

         Equipment Serial Number:

         a.                                          a.

         b.                                          b.

         c.                                          c.

         d.                                          d.


                                            Signed:

                                            Name:

                                            Title:

                                            Company:

                                            Address:

                                            Date:

TRANSFER AGREEMENT:

                                    EXHIBIT C
                                   (CONTINUED)

Transferee herein  acknowledges  receipt of the Licensed Software in conjunction
with the purchase of the Equipment herein set forth above.

Transferee further agrees to the terms and conditions governing the transfer and
use of the Licensed Software as contained in Sun's Binary Code License, attached
hereto.  The term  "LICENSEE"  as contained in the Binary Code License  shall be
deemed to apply to Transferee.


Signed:
Name:
Title:
Company:

Address:

Date:


                                   ATTACHMENT

                         SUN PLATINUM SERVICES OFFERING

This  SunSpectrum  Support Program Module  describes the specific terms by which
Customer  purchases  SunSpectrum  support  services  from Sun and by which  Sun,
through its Enterprise Services Division,  delivers SunSpectrum support services
to  Customer.  To the extent not  inconsistent  with the  following  terms,  the
provisions  of  the  Service  Provider   Agreement   between  Sun  and  AOL  are
incorporated  by  reference.  The terms of this Program  Module apply to systems
listed on a Schedule or Quote ("Schedule") which references this Program Module,
and are  identified  on Sun's then current  Enterprise  Services  Price List for
SunSpectrum  support  ("system(s)").  This Program Module is effective as of the
date  indicated on the  applicable  Schedules  and continues in effect until the
expiration or termination of all Schedules to this Program Module.

     1)        CUSTOMER REQUIREMENTS:

         (A)   SUPPORT REQUESTS: Customer may designate certain of its employees
               as "Contacts"  for each eight (8) hour shift during the period in
               which Telephone  Assistance is provided by Sun. Only Contacts may
               initiate  support  requests.  Each  Contact  must  possess or, at
               Customer's expense,  acquire the necessary expertise and training
               (as from time to time  defined by Sun) to  diagnose  and  resolve
               system software malfunctions with direction by Sun.

         (B)   CUSTOMER'S   DUTIES:   Customer  will  perform   routine   system
               preventative   maintenance  and  cleaning.  Prior  to  requesting
               support  from  Sun,  Customer  must  comply  with  all  published
               operating and troubleshooting procedures for the systems. If such
               efforts are unsuccessful in eliminating the malfunction, Customer
               will then promptly notify Sun of the  malfunction.  Customer must
               establish  and  maintain a  procedure  external  to  systems  for
               reconstruction  of lost or  altered  files,  data,  or  programs.
               Customer must provide Sun support  personnel with: (a) reasonable
               and safe  access  to  systems;  (b)  adequate  working  space and
               facilities at the installation site necessary to service systems;
               and (c) cooperation in maintaining a site activity log.  Customer
               acknowledges that the examination,  replacement,  and handling of
               hardware  components can be hazardous.  Support tasks should only
               be performed by qualified  service personnel with the appropriate
               technical  training and  experience  to recognize  these  hazards
               (e.g.,  electrostatic  discharge)  and who observe all protection
               procedures  and  precautions.  Customer  agrees to use  qualified
               service  personnel and to employ adequate  safety  precautions in
               the performance of its obligations hereunder.

         (C)   MOVEMENT OF COVERED  SYSTEMS:  All services  will be delivered at
               the installation site(s) indicated on the Schedule(s) referencing
               this Program  Module.  Support of systems  moved by Customer to a
               new installation  site is subject to local  availability and will
               be subject to additional fees. If requested by Customer,  Sun may
               supervise  any movement of systems in  accordance  with the terms
               and conditions of the SunMOVES  Program  Module.  If Sun does not
               supervise  the  movement  of  systems,  Sun may  require  that it
               inspect and  recertify  the systems as a condition  of  continued
               support of those systems.

         (D)   REMOTE SUPPORT REQUIREMENTS: To obtain remote services, including
               without  limitation Remote Systems  Monitoring and Remote Dial-In
               Analysis,  Customer  must  procure and  maintain a  Sun-specified
               gateway,  and Customer is  responsible  for any costs  associated
               with  procuring and  maintaining  that gateway.  Customer will be
               responsible for all outbound  telecommunications  charges related
               to the remote  services.  If remote services are not permitted or
               facilitated  by  Customer,  Sun  reserves the right to decline to
               deliver remote  services and/or to assess  additional  charges on
               Customer  for the delivery of services  which would  otherwise be
               provided remotely.

1)  ADDITIONAL  SYSTEMS:  Customer  may add  systems to a Schedule at Sun's then
current per system fee, at any time upon notice to Sun, subject to the rights of
Sun set forth in INSPECTIONS.  Sun will provide  services for systems added to a
Schedule for a period  coterminous with the term of the Schedule,  and Sun shall
pro rate the fee for such  services.  Customer  will receive an add-on  Schedule
reflecting the additional covered systems and associated additional fee.

2)  PRICES:  Prices for Services hereunder are set forth in the SP Agreement.

3)  INSPECTIONS:  Systems  are  subject  to  inspection  by  Sun  prior  to  the
commencement of support,  and any costs for required  repairs or updates will be
charged to Customer at Sun's current published time and material rates.

4)  LICENSE:   Software   updates,   version   releases  and  product   releases
(collectively  "enhancement  releases"),   maintenance  releases,  patches,  and
SunSolve(TM) knowledge database provided hereunder may only be used, or accessed
by,  systems  listed  on a  Schedule.  Use  of  software  enhancement  releases,
maintenance releases, and patches is governed by the applicable software license
obtained with the original  product.  On line versions of support  databases may
only be accessed by Contacts for the sole purpose of  diagnosing  and  resolving
problems  on systems  listed on a  Schedule.  Use of  educational  software  and
videotape  products is governed by, and the Customer  agrees to be bound by, the
license agreement accompanying each individual product.

5) EXCLUSIONS:  Sun's  obligation to provide support services under this Program
Module is contingent upon proper use and care of systems.  Sun has no obligation
to provide  support under this Program  Module,  should such support be required
because of: (a) improper use, abuse,  accident,  or neglect; (b) causes external
to the system, such as failure to maintain  environmental  conditions within the
operating range specified by the manufacturer of the systems;  or (c) failure to
maintain software and systems at Sun-specified  minimum configuration or release
level. Any support  delivered by Sun as a result of such events will be invoiced
separately  and paid at Sun's then current  published  time and material  rates.
Operating  supplies  and  accessories,  such as  magnetic  tapes and  anti-glare
coatings on video display monitors,  and unsupported  options are not covered by
this Program  Module.  Sun will have no obligation to provide support under this
Program  Module if  Customer  fails to meet its  obligations  under  Section  10
(Payment Terms) of the Master Terms of Service.

6) LEVELS OF SUPPORT:

         (A)   7 X 24 TELEPHONE ASSISTANCE:  Unlimited, toll-free assistance for
               Sun supported software,  hardware,  and network problems 24 hours
               per day, 7 days a week, including Sun holidays.

         (B)   7 X 24 ON-SITE ASSISTANCE: On-site hardware support assistance 24
               hours per day, 7 days per week, including Sun holidays.

         (C)   CUSTOMER-DEFINED  PRIORITY AND RESPONSE TIME:  When Contact calls
               for support assistance,  Contact will assign a priority rating to
               the call: URGENT, SERIOUS or NOT CRITICAL:

                  * URGENT (system unusable) - Live transfer of service request.
                  Personnel arrive at the installation site within an average of
                  two (2) hours of service request for on-site  hardware support
                  assistance.

                  * SERIOUS  (system  seriously  impaired)  - Live  transfer  of
                  service request.  Personnel  arrive at the  installation  site
                  within  an  average  of four (4) hours  for  on-site  hardware
                  support assistance.

                  * NOT CRITICAL - Live transfer of service  request.  Personnel
                  arrive at the  installation  site  after an average of one (1)
                  business  day  or at a  later  mutually  convenient  time  for
                  on-site hardware support assistance.

         (D)   SITE ACTIVITY LOG: On-site service  performed will be recorded in
               a site activity log.

         (E)   REMOTE  DIAL-IN  ANALYSIS:  Remote  examination  and diagnosis of
               systems through the Customer provided gateway.

         (F)   REMOTE SYSTEMS MONITORING:  Sun's remote systems monitoring tools
               will  periodically   collect  data  from  designated  systems  of
               Customer.  Customer  gives Sun ongoing  permission  to access the
               supported  system,  strictly for the purpose of fulfilling  Sun's
               support   responsibilities.   Customer   agrees   to   obtain  an
               appropriate  gateway  per the  remote  services  requirements  of
               Section 1(d) above, and this gateway will include a Sun-specified
               telecommunications  line dedicated to remote systems  monitoring.
               Sun reserves the right to limit the use and  availability of this
               feature at any time. The remote systems  monitoring  tools may be
               configured for the Customer's requirements.

         (G)   SOLARIS ENHANCEMENT RELEASES:  Unless otherwise specified by Sun,
               Customer  will  receive  periodic  delivery  of one  (1)  copy of
               Solaris enhancement releases.

         (H)   PATCHES  AND  MAINTENANCE   RELEASE  ACCESS:   Unless   otherwise
               specified by Sun,  Customer will receive  patches and maintenance
               releases for Solaris software.

         (I)   SUNSOLVE LICENSE:  Customer is granted a license to use SunSolve,
               subject to the license terms above under LICENSE.

         (J)   SUNSOLVE   EARLYNOTIFIER   SERVICE:   Periodic  notice  from  Sun
               containing information on newly discovered problems and bugs.

         (K)   PERSONAL TECHNICAL ACCOUNT SUPPORT;  SERVICE ACCOUNT  MANAGEMENT:
               Customer  account will be assigned to a Sun Account  Advocate who
               will assist  Customer in assessing  critical  support  issues and
               help coordinate Sun's response. The assigned Sun Account Advocate
               may also provide available  information on known bugs,  potential
               system  problems,  and currently  available  patches,  as well as
               maintain pertinent account  information in Sun's Customer Account
               Management  Database.  These  services  are  provided to Customer
               during Sun's local business hours, excluding Sun holidays.

         (L)   ACCOUNT  SUPPORT PLAN:  Sun's local customer  support  management
               will  provide the  process  for the design of an Account  Support
               Plan for Customer.

         (M)   ACCOUNT  SUPPORT  REVIEW:  Monthly  account  review of Customer's
               service activity and requirements if requested by Customer.

         (N)   SUN  VENDOR   INTEGRATION   PROGRAM   (Sun  VIP):   Provision  of
               multivendor  software problem  management;  includes coverage for
               approved  ISVs (as may be  designated  by Sun from  time to time)
               with  whom  Customer  maintains  a valid  service  contract  with
               equivalent hours of coverage and response times.

         (O)   SKILLS   ASSESSMENT:   Sun  will  assist  Customer   annually  in
               evaluating  the skills of up to ten (10) of Customer's  technical
               personnel with responsibility for systems administration.

         (P)   MISSION  CRITICAL  SUPPORT  TEAMS:  For Customer  defined  URGENT
               problems,  telephone  assistance  will be  provided by a separate
               team of experienced Sun personnel. Availability of such personnel
               may be limited during peak call periods and  non-business  hours,
               during which times backup Sun Solution  Center  engineers will be
               available to handle service requests.

         (Q)   SYSTEM   AVAILABILITY   GUARANTEE:   For   properly   configured,
               maintained and administered  systems, Sun will commit to maintain
               certain levels of System  Availability,  as defined in Exhibit A,
               SunSpectrum System Availability Guarantee.

         (R)   SOFTWARE RELEASE PLANNING: Provision of assistance to Customer in
               evaluating new Solaris releases and Customer's need for migration
               from  any of the  following  versions  of  Solaris:  Solaris  2.X
               through  the most  current  version of  Solaris.  The  service is
               subject to Customer complying with Sun's requests for information
               and data relevant to providing this service.

         (S)   SOFTWARE PATCH MANAGEMENT ASSISTANCE:  Provision of assistance to
               Customer in evaluating  whether patches for selected Sun software
               products should be applied to Customer's systems. This service is
               subject to Customer complying with Sun's requests for information
               and data relevant to providing this service.

         (T)   FIELD CHANGE ORDER ("FCO")  MANAGEMENT  ASSISTANCE:  Provision of
               assistance to Customer in evaluating  the service impact of Field
               Change Orders for selected Sun hardware products. This service is
               subject to Customer complying with Sun's requests for information
               and data relevant to providing this service.

         (U)   INSTALLATION   SERVICES:   For  systems   installed  outside  the
               continental United States,  Customer's choice of one installation
               service from among:  SunBasic Start?,  DeskStart?,  ServerStart?,
               and  SPARCstorage(TM)  ArrayStart?.  The particular  installation
               service selected by Customer will be listed on a Schedule.

         (V)   ADDITIONAL  FEE SERVICES:  Subject to an  additional  per service
               fee, Customer may purchase the additional services:

               *       SUN UNBUNDLED SOFTWARE ENHANCEMENTS: Periodic delivery of
                       one (1) copy of enhancement  releases.  Enhancements  may
                       not be available for all software products.

               *       ADDITIONAL MEDIA AND  DOCUMENTATION:  One additional copy
                       of  media  and  documentation  for  Solaris   enhancement
                       releases  and/or  Sun  unbundled  software   enhancements
                       obtained under this Program Module.

               *       ADDITIONAL  CONTACTS:  Customer may designate  additional
                       Contacts  meeting the  requirements set forth above under
                       CUSTOMER REQUIREMENTS, SUPPORT REQUESTS.

               *       ACCOUNT  SUPPORT  REVIEW:  Semi-annual  account review of
                       Customer's service activity and requirements if requested
                       by Customer.

               *       ADDITIONAL MEDIA AND  DOCUMENTATION:  One additional copy
                       of  media  and  documentation  for  Solaris   enhancement
                       releases  and/or  Sun  unbundled  software   enhancements
                       obtained under this Program Module.

THE PARTIES ARE NOT REQUIRED TO EXECUTE THIS DOCUMENT  UNLESS CUSTOMER WISHES TO
HAVE A SIGNED PROGRAM MODULE.

THE PARTIES HAVE READ THIS  PROGRAM  MODULE AND AGREE TO BE BOUND  HEREBY.  THIS
PROGRAM MODULE IS EFFECTIVE AS OF --/--/--.

SUN MICROSYSTEMS, INC.                      CUSTOMER: America Online, Inc.      

By:      /s/ W. J. Raduchez                 By:     /s/ Matt Korn  
Print:   W. J. Raduchez                     Print:  Matt Korn 
Title:   Chief Strategy Officer             Title: Sr. Vice President, Network 
                                                   Network Operations 

                                   ATTACHMENT
              SALES REFERRAL AGREEMENT BETWEEN AMERICA ONLINE, INC.
                           AND SUN MICROSYSTEMS, INC.

This  Agreement  is entered into and  effective  November 1, 1998 by and between
America OnLine,  Inc. ("AOL") and Sun Microsystems,  Inc. (hereafter referred to
as "Sun"). The Service Provider Agreement between Sun and AOL effective November
1, 1998 is incorporated by reference.

1.   TERM

     The AOL/Sun Sales Referral Program (hereinafter  referred to as "SRP") will
     have the same term as the Service  Provider  Agreement  and will  terminate
     upon termination or expiration of the Service Provider Agreement.

2.   ELIGIBLE PRODUCTS, SERVICES AND SOFTWARE

     Sun Products  listed on the then current  United  States  Computer  Systems
     Division  Price List are eligible for the Program fees as specified in this
     Agreement.  (Such Sun  Products  are  hereinafter  referenced  as "Eligible
     Products".)  This Program is for Sun sales  influenced by AOL in the United
     States.  If AOL desires to participate in SRP-type  programs outside of the
     United States, Sun agrees to negotiate those agreements with AOL.

3.   ELIGIBLE SALES/APPLICATION SOLUTIONS

     Eligible  Products sold directly to an end user in the United States by Sun
     that are a direct result of the sale of  Application  Solutions (as defined
     below) shall be  considered  an  "Eligible  Sale" under this  Agreement.  A
     "sale" under this  Agreement  shall be  considered  "Eligible"  only if AOL
     initiates the sales  opportunity,  recommends  Eligible Products to the end
     user,  and drives the sale of the Eligible  Products to an end user who has
     not  purchased  Sun  Products  in the past  twelve  (12)  months.  Sun will
     determine,  its sole opinion, whether a sale is an Eligible Sale within the
     meaning of this Agreement.

     "Applications  Solutions" means AOL Services deployed in the employment and
     utilization of technology to solve a specific business problem or develop a
     business solution. AOL's "Application Solutions" within the meaning of this
     Agreement  are set forth on  Exhibit A.  Other AOL  Services  can apply for
     program eligibility,  via written request to Sun. At the written consent of
     Sun,  the  additional  applications  will  become  eligible  for SRP credit
     through the term of the existing agreement.

     Eligible  Sales,  as determined  by the Sun end user sales  representative,
     shall  not  include  any  follow-on  sales of  Eligible  Products  to a Sun
     customer.

4.   FEE SCHEDULE FOR DIRECT SALES

     AOL's fee for Eligible  Sales by Sun shall be *** of the Sun U.S.  Computer
     System's list price for all Eligible Products.  The then current list price
     is defined as of the time of order placement.

5.   PROCESS AND PAYMENT

     The  following  sets forth SRP process,  which both parties shall adhere to
     under this Agreement:

     A. In order to qualify as an "Eligible Sale," AOL will submit to Sun, under
     an appropriate  Non-Disclosure  Agreement, a list of "Target Accounts." The
     Target Account list will identify AOL's customers or potential customers to
     which AOL will be recommending  Eligible  Product and potentially  making a
     Request for Eligible Sale (as defined below).  AOL will not be eligible for
     payment  under this program for sale of Sun product into  accounts that are
     not on the Target  Account list.  The Target Account list may be amended by
     AOL upon the consent of Sun;  however,  for AOL to be eligible  for payment
     hereunder,  the new account must be on the  eligible  list for at least 120
     days.  Request for amendment to the Target  Account list must be in writing
     to the Sun Contacts  identified  below and an account will be deemed on the
     Target  Account  as of  the  date  of  Sun's  written  confirmation  of the
     amendment of the Target  Account List. The Target Account list is Exhibit B
     to the Agreement.

     B. In order to qualify  as an  "Eligible  Sale" AOL will  submit to the Sun
     designee a "Request for Eligible Sale" which will include:

     1.        the name and location of end user;

     2.        the sales opportunity identified by AOL;

     3.        the AOL Application Solution sold to the end user;

     4.        the Sun Sales Team engaged in the opportunity;

     5.        a copy of the Agreement between AOL and the end user;

     6.        a  description  of how AOL  initiated  and  drove the sale of Sun
               hardware to the end user.

     C. Sun's sales representatives will determine whether the Sun hardware sale
     qualifies as an "Eligible Sale" and will notify AOL.

     D. Sun will make  Quarterly  payments of SRP  Program  fees (if any) to AOL
     within  thirty  (30)  days  after the  close of each of Sun's  fiscal  year
     quarters.  Initial  start-up of payment  process  may extend  payment by an
     additional  fifteen  (15) days for the first one hundred  and twenty  (120)
     days after execution of Agreement.

     E. In the event that the end user returns  Eligible  Product for credit for
     which AOL has previously received a corresponding SRP Program fee, Sun will
     be  reimbursed  for such fee  unless  the cause was a failure  of  Eligible
     product to perform according to Sun's  specifications.  In addition, if the
     end user fails to make payment for Sun Eligible  Products for which AOL has
     received a corresponding SRP Program fee predominantly  caused by a failure
     of AOL's Applications Solutions, Sun will be reimbursed for such fee.

6.   GEOGRAPHIC COVERAGE

     The SRP Program will be valid for all Eligible Sales in North America.

7.   Each party is an  independent  contractor and is free to set its own prices
     for all products  that each party  licenses or sells to end user  customers
     for its own accounts.

8.   AMERICA ONLINE CONTACTS

     Program Administrator:

     Contract Manager: 
     Product Manager:

9.   SUN CONTACTS

     Sales Manager:
     Program Administrator:
     Contract Manager:
     Product Manager:

10.  This  Agreement  is not  exclusive  and either party may enter into similar
     arrangements with one or more third parties.

11.  (A)       The  parties  may   provide  one  another   certain   proprietary
               information  under this  Agreement,  including but not limited to
               the following: pricing, end user lists and marketing information.
               The parties  shall adhere to the terms and  conditions  of the GA
               between the parties  herein,  as it pertains to such  proprietary
               information hereunder.

     (B)       Sun shall make the following efforts to ensure that its personnel
               mark as "Sun  Confidential  Proprietary" any pricing  information
               and proposal specific  configuration  specifications  provided to
               AOL hereunder (the "Sensitive Information").

               Sun shall prepare a  Description/Announcement  of this  Agreement
               that  generally   describes  the  terms  and  conditions  of  the
               Agreement,  including  specifically  Sun's policy that it mark or
               label Sensitive  Information as "Confidential  and  Proprietary".
               This SRP  Description/Announcement  will be  provided in writing:
               (i) to the Sun U.S.  Sales Force within thirty (30) calendar days
               of the date of execution of this Agreement; (ii) when Sun's Sales
               Force makes any inquiry  regarding the Agreement;  and (iii) on a
               semi-annual basis, to the Sun Sales Force generally.

               If Sun complies with the special  efforts set forth above and, in
               spite of such efforts, Sun in good faith and in the normal course
               of business delivers to AOL Sensitive Information without marking
               or  labeling   such   Information   as  "Sun   Confidential   and
               Proprietary",  then  AOL  will be  liable  for  the  unauthorized
               disclosure of such  Information  if such  disclosure is made to a
               competitor of Sun and is made  consciously,  deliberately  and in
               bad  faith,  with  the  intent  of  identifying  clearly  to  the
               competitor that the Sensitive Information belongs to Sun.

12.  Notwithstanding  any of the  provisions  of  Sections 2, 3, 4, 5 and 6, Sun
     will pay AOL a commission  of *** of the  applicable  list price of all Sun
     Products and Services (excluding any "Software and Associated  Services" as
     defined in the Strategic  Development and Marketing  Agreement) sold by Sun
     in  connection  with any "AOL EC  Service  Opportunity"  as  defined in the
     Strategic  Development  and  Marketing  Agreement.  Payments  will  be made
     pursuant to the first  sentence of Section  5(D) of the SRP  Agreement.  If
     Payment is made pursuant to this paragraph,  then no other payments will be
     made under this Agreement with respect to such sales.

     In the  event  that  the  currently  contemplated  merger  between  AOL and
     Netscape closes but  subsequently  the Strategic  Development and Marketing
     Agreement is terminated  due to a breach  thereof by AOL, then this Section
     12 will be nullified.

     In the  event  that AOL is  deemed an agent  under  applicable  law or this
     program creates by operation of law any further Sun  obligations,  payments
     or other responsibilities in addition to those set forth in this Agreement,
     then AOL waives any such  additional  claims,  responsibilities,  payments,
     penalties  or  obligations.   To  the  extent  these   additional   payment
     obligations cannot be waived, Sun is entitled to apply any such payments as
     a credit  against any amounts  AOL is entitled to under any  agreements  or
     other obligation between Sun and AOL.

Agreed to and accepted, this 23rd day of November, 1998.

SUN MICROSYSTEMS, INC.                      AMERICA ONLINE, INC.

By:/s/ W. J. Raduchez                       By: /s/ Matt Korn          
Name:  W. J. Raduchez                       Name:   Matt Korn          
Title: Chief Strategy Officer               Title:  Sr. Vice President, 
                                                    Network Operations 

Date:    11/23/98                           Date:  11/24/98            

                    SALES REFERRAL PROGRAM ("SRP") AGREEMENT

                                    EXHIBIT A

This is Exhibit A as referenced in the foregoing  Agreement and sets forth AOL's
Applications Solutions. AOL may add or delete from this list in a timely manner.
SRP payment shall not be made on the sales of Sun Price listed Products  against
applications not reviewed and accepted by Sun.

                             [TO BE PROVIDED BY AOL]

                     [NOT INCLUDED AS AN EXHIBIT TO ORIGINAL
                    AGREEMENT. EXHIBIT WILL BE PUBLICLY FILED
                   BY THE COMPANY ONCE IT HAS BEEN PREPARED.]

                    SALES REFERRAL PROGRAM ("SRP") AGREEMENT

                                    EXHIBIT B
                                 TARGET ACCOUNTS

                             [TO BE PROVIDED BY AOL]

                     [NOT INCLUDED AS AN EXHIBIT TO ORIGINAL
                    AGREEMENT. EXHIBIT WILL BE PUBLICLY FILED
                   BY THE COMPANY ONCE IT HAS BEEN PREPARED.]