EXHIBIT 10.1

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

                  STRATEGIC DEVELOPMENT AND MARKETING AGREEMENT

This Strategic  Development and Marketing  Agreement (this  "Agreement") is made
and entered into this 23rd day of November, 1998, by and between America Online,
Inc. ("AOL") and Sun Microsystems, Inc. ("Sun").

Certain  terms used in this  Agreement  are  defined in Section 24 hereof.  This
agreement is  confidential  between the parties,  provided that either party may
disclose the terms of this Agreement,  and any associated  collateral documents,
in order to comply with applicable laws and  regulations,  including  securities
laws and  regulations,  and  further  provided  that either  party may  disclose
information  regarding  portions of the financial  provisions of this  Agreement
after consulting with and obtaining the approval of the other party's  Executive
Representative,  which consent will not be unreasonably withheld or delayed. AOL
and Sun hereby agree as follows:

1.0 Objectives. AOL and Sun intend to cooperate in the development and marketing
of  software  and  services  in the area of  electronic  commerce  and  extended
communities and connectivity ("EC2") to businesses worldwide. The parties intend
to offer together an integrated, end-to-end solution including consumer traffic,
dial-up  connectivity,  network  services,  client  software,  server  software,
computer  systems,  computer  hardware,  professional  services,  help  desk and
service and support, but, subject to the terms and conditions herein, each party
would be free to offer its components in conjunction with competitive components
from  third-parties.  As described in this  Agreement,  some  components of such
solution  will  be  collaboratively   developed,  and  some  will  be  developed
principally  or entirely by AOL or Sun. The  solution  offered by the parties is
expected to include  traffic from AOL's  multiple  brands and related  directory
services,  configurable  Netcenter  or AOL.Com  services  and  information,  AOL
network  access  services,  AOL  instant  messaging  functionality,  Sun support
services,  Sun  or AOL  consulting  services  and  Netscape  or AOL  outsourcing
services. As described in this Agreement,  some components of such solution will
be marketed and sold by both parties  pursuant to  collaborative  marketing  and
sales plans,  and some components would be marketed and sold by AOL or Sun only.
The business objectives of the parties include the following:

     1.1 Establish a cooperative  relationship  between AOL, the world's leading
     internet content  provider,  and Sun, the world's leading network computing
     platform supplier, to create and deliver the best,  integrated,  end-to-end
     enterprise  commerce solutions using, where appropriate,  the Java and Jini
     technology  from  Sun.  

     1.2  Sustain  and  grow  leadership  in the  browser  marketplace  for both
     consumers and the  enterprise to deeply  penetrate the  enterprise  desktop
     environment.

     1.3 Accelerate  revenues from merchants and build deep  relationships  with
     top merchants by speeding their adoption of electronic commerce.

     1.4 Create more value from relationships with electronic commerce merchants
     and customers by *** creating new services revenues.

     1.5 Sustain and grow a strong electronic commerce and enterprise middleware
     software and services  business,  including  developing a leading  commerce
     software and service  platform that enables powerful turnkey and customized
     solutions.

     1.6  Sustain  and  grow the Sun  Solaris,  SPARC,  Java  and Jini  business
     technologies,   as  the  choice  for  enterprises  and  service   providers
     worldwide.

     1.7 *** approximately 3 lines omitted ***

     1.8 Establish and operate productive  research and development,  marketing,
     sales and services to support this strategy.

2.0  Software To Be Developed.  The parties intend to develop the following
products:

     2.1 AOL Distributed  Communicator Client. The "AOL Distributed Communicator
     Client" will be a client application that will include the fullest and most
     robust set of features and functions of any of the client  applications  to
     be developed  pursuant to this Section 2,***  approximately 2 lines omitted
     ***. The AOL Distributed  Communicator  Client *** will include the initial
     Release  of the AOL  Distributed  Communicator  Client  and all  subsequent
     Releases of such application. *** approximately 9 lines omitted ***

     2.2 Third Party Communicator  Client. The "Third Party Communicator Client"
     will be a client  application.***  approximately  6 lines  omitted  *** The
     specification  of the  features and  functions  included in the Third Party
     Communicator  Client  may be  modified  from  time to  time  by AOL,  after
     consultation with Sun. The Third Party Communicator Client *** will include
     the  initial  Release  of the  Third  Party  Communicator  Client  and  all
     subsequent  Releases of such  application  that are  commercially  released
     during the term of this Agreement.

     2.3 OEM Communicator Client. The "OEM Communicator Client" will be a client
     application  incorporating a browser component, with features and functions
     as set forth in the Collaborative  Work Plans. The OEM Communicator  Client
     will include the initial  Release of such  application  and all  subsequent
     Releases of such application that are commercially released during the term
     of this Agreement.

     2.4 New Browser.  The "New  Browser"  will consist of a basic  browser with
     functions  for browsing,  rendering  display of and accessing the Internet,
     including  enabling access to a portal,  ***  approximately 4 lines omitted
     ***. The  functions  and features to be included in the New Browser will be
     described in more detail in the  Collaborative  Work Plans. The New Browser
     will include the initial  Release of such  application  and all  subsequent
     Releases of such application that are commercially released during the term
     of this Agreement. *** approximately 3 lines omitted ***

     2.5 Network Application and Server Software.  The "Network  Application and
     Server  Software" will consist of network  applications and server software
     as specified in the Collaborative Development Work Plans, and will include,
     without limitation,  an application server,  email server,  commerce server
     and  directory  software,  as  well  as  other  software  specified  in the
     Collaborative Development Work Plans.

     2.6 Commencement of Development.  No  collaborative  development work shall
     commence  pursuant to this  Agreement,  and Sun shall not be provided  with
     access to any Netscape or AOL code, prior to the Closing Date.

3.0  Development Responsibilities.


     3.1  AOL  Distributed   Communicator  Client.  AOL  will  develop  the  AOL
     Distributed Communicator Client, *** approximately 4 lines omitted ***

     3.2 Third Party  Communicator  Client.  AOL will, with assistance from Sun,
     develop the Third Party  Communicator  Client,  ***  approximately  6 lines
     omitted ***

     3.3 OEM  Communicator  Client.  AOL will, with assistance from Sun, develop
     the OEM Communicator Client,*** approximately 6 lines omitted ***

     3.4 New  Browser.  AOL will,  with  assistance  from Sun,  develop  the New
     Browser, *** approximately 8 lines omitted ***

     3.5   Network   Application   and  Server   Software.   AOL  and  Sun  will
     collaboratively  develop the Network  Application and Server Software,  ***
     approximately  3  lines  omitted  ***.  AOL  and Sun  shall  cooperate  and
     coordinate their  development  efforts so that, to the extent  commercially
     reasonable,  the Client  Software shall be compatible  with and support the
     interfaces,  protocols  and  APIs of the  Network  Application  and  Server
     Software in the Product Suites and vice versa.

     3.6 Java Technology.  The parties agree to use reasonable efforts to modify
     the existing  Netscape  browser to develop the New Browser to  incorporate,
     for  each  System  Platform,  the most  current  release  available  of the
     complete Java Runtime  Environment  (JRE) on all System Platforms for which
     Sun has a JRE available. The parties agree to use all reasonable efforts to
     ensure that Java code  executing  on the JRE so invoked has the same access
     privileges  and  capabilities  as Java code running native on the operating
     system and can display user interfaces within the browser window consistent
     with the user  experience of running Java applets today,  provided that Sun
     provides  such JRE to AOL,  *** in binary form in a fully  operational  and
     commercially viable form. Without limiting the foregoing, AOL shall have no
     obligation  to  incorporate  into any browser any JRE  provided by Sun that
     fails to  operate  properly  on the  applicable  System  Platform  for such
     version  of such  browser  due to the fault of Sun or any party  other than
     AOL, or *** or which would cause a material  degradation in the performance
     characteristics  of such browser  relative to  competitive  browsers in the
     marketplace,  or which cannot  ***approximately  8 lines omitted*** Without
     limiting  the  foregoing,  with  respect  to the  ***  AOL  shall  have  no
     obligation to  ***approximately  3 lines  omitted***  Sun agrees to provide
     error  corrections  and bug  fixes  for the  JREs on all  supported  System
     Platforms  pursuant to its  standard  terms of support  (but without fee to
     AOL).  In the event Sun fails to  provide  such error  corrections  and bug
     fixes in a timely  commercially  reasonable manner, Sun shall,  pursuant to
     the TLDA  entered  into  between  AOL and Sun,  provide AOL with the source
     code, test suites and related development tools for such JREs and the right
     to use such source code, test suites and related  development tools for the
     purpose of supporting  and  maintaining  such JREs in  accordance  with the
     TLDA.  Sun agrees to use  reasonable  efforts to *** In order to permit the
     binary  JRE  to be  integrated  into  such  browsers,  AOL  agrees  to  use
     reasonable  efforts to  incorporate  and support the Open Java Interface in
     such  browsers.  AOL and Sun  agree to  collaborate  and  consult  with one
     another  and to  cooperate  with one  another in good faith in an effort to
     define and integrate  this interface into such browsers for use by the JREs
     in such browsers.  AOL further agrees that if such incorporation of the JRE
     is successfully implemented in a version of such browser for any applicable
     System  Platform,  AOL will incorporate such version of such browser in the
     versions  of the  OEM  Communicator  Client,  Third  Party  Client  and AOL
     Distributed  Communicator Client for such System Platform *** If the JRE is
     so incorporated in the OEM Communicator  Client,  Third Party Client or AOL
     Distributed  Communicator  Client, and AOL elects to distribute any version
     of such product via download,  such version shall either be the JRE enabled
     version of such product,  or AOL will make the JRE enabled  version of such
     product  available for download in addition to any non-JRE  enabled version
     of such product made available for download.  If the JRE is so incorporated
     in the OEM  Communicator  Client,  Third  Party  Client or AOL  Distributed
     Communicator  Client,  and AOL  elects to  distribute  any  version of such
     product via  CD-ROM,  the  version of the  product  distributed  by AOL via
     CD-ROM  will be  such  JRE-enabled  version,  to the  extent  contractually
     permissible  and subject to size  limitations,  and provided that AOL shall
     have no  obligation  to  require  that its  OEMs  include  the  JRE-enabled
     version.  AOL shall  have the right to  distribute  via  download a smaller
     version of the New Browser without the JRE, provided such version has hooks
     that permit the user  optionally  to download and install the JRE. AOL will
     consider as part of the  Collaborative  Development  Work Plans  whether to
     expose to the JRE all public and private  developer  interfaces  within the
     browser (including, without limitation those in NSHTML.DLL), but shall have
     no obligation to do so. AOL's obligations  pursuant to this Section 3.6 are
     conditioned  upon Sun's  granting to AOL *** any rights to Java  technology
     necessary   to  comply  with  this   Section  3.6.  In  the  event  of  any
     inconsistency or conflict between this Section 3.6 or Section 9.8.1 of this
     Agreement  and the TLDA entered into between Sun and AOL, the terms of this
     Section 3.6 and the terms of Section 9.8.1 shall control.

     3.7 Intent To Develop  Leading  Products.  The  parties  agree to use their
     reasonable  efforts to maintain the existing  Netscape  browser and the New
     Browser as competitive  alternatives  to the browser  component of Internet
     Explorer from  Microsoft,  and agree that it is their intention to make all
     products  developed and distributed  pursuant to this Agreement leading and
     competitive products in their respective product categories.

     3.8 JRE  Bundling  on  CD-ROMs.  On any  CD-ROMs on which AOL ships the AOL
     classic client and on which AOL provides  installation  options  permitting
     third  party  software  other  than AOL  classic  client  software  to be a
     separate installable item,  ***approximately 3 lines omitted*** AOL agrees,
     subject  to any third  party  contractual  limitations,  to use  reasonable
     efforts to co-package the latest version of the JRE with such client and to
     offer to users an  installation  option to install such JRE,  provided that
     the JRE meets  commercially  reasonable  standards  making it suitable  for
     inclusion and installation, including without limitation reasonable quality
     assurance  and size  limitations.  AOL shall have no  obligation to display
     such installation option until after the user has gone through any included
     registration  process for any AOL Service Offering.  AOL will also consider
     including***  approximately 6 lines omitted *** 

     3.9 Design of Clients. *** approximately 7 lines omitted ***.

     3.10 Third Party  Components and Protocols;  Divergence of Development.  In
     the event AOL (i) elects to use third party software or technology for core
     functionality  and  features of the browser  component of any of the Client
     Software,  (ii)  adopts and  maintains  protocols  or  interfaces  that are
     inconsistent with Sun's reasonable server-dictated  requirements;  or (iii)
     fails to support  protocols or interfaces  that are reasonably  required by
     Sun's server-dictated  requirements,  Sun shall have the right, but not the
     obligation,  to have AOL provide to Sun the source code,  test suites,  and
     related development tools reasonably required for Sun to pursue independent
     development  of a browser based on the Existing  Netscape  Software  and/or
     Collaborative Software and to create client applications incorporating such
     independently  developed Sun browser.  Any resulting  products developed by
     Sun shall be deemed to  constitute  Designated  Collaborative  Software for
     purposes of this Agreement.

4.0  Sales and Marketing.

     4.1 Customers.

         4.1.1 General.  In accordance  with the  Marketing and Sales Plan,  the
               parties will work together to actively market Product Suites,  as
               well as other related products,  including Sun, Netscape, and AOL
               products and services, to customers.

         4.1.2 AOL Committed Sales Force.  Sun acknowledges  that AOL intends to
               commit  an AOL  sales  force  to  target  sales  by AOL to AOL EC
               Service  Opportunities.  Such sales  force may consist of (i) AOL
               interactive  marketing  sales  personnel  and  (ii)  the  current
               Netscape  Netcenter sales personnel.  AOL shall bear all costs of
               such  committed  sales  force.   Sun  shall  provide   reasonable
               assistance  to AOL, as  reasonably  requested by AOL from time to
               time, in connection  with this AOL  committed  sales effort.  Sun
               shall  provide such  assistance  through the sales and  marketing
               resources  that  Sun  is  required  to  provide  pursuant  to the
               provisions  of Section  4.1.3 and the  Marketing  and Sales Plan,
               which may include  access to and  participation  of Sun employees
               who are not part of the  collaborative  sales  team,  such as Sun
               technical  personnel.  Sun also  acknowledges that AOL intends to
               maintain a professional services group to support AOL EC Services
               Opportunities  independent of any persons providing collaborative
               services pursuant to this Agreement.

         4.1.3 Collaborative  Sales.  AOL and Sun  shall  each  form  their  own
               respective  sales forces targeting sales of the Product Suites to
               non AOL EC Service  Opportunities.  The AOL  collaborative  sales
               force  shall  consist of AOL and  Netscape  enterprise  sales and
               marketing,  professional services and technical support personnel
               selected by AOL. The Sun collaborative  sales force shall consist
               of Sun  sales  personnel  selected  by  Sun.  The AOL and the Sun
               collaborative  sales  forces  shall  both  sell only off a common
               pricelist  and  on  standard  terms  and  conditions,  with  such
               pricelist  and terms and  conditions to be designated by the Lead
               Executive for  marketing and sales.  Each of AOL and Sun will, as
               specified  in the  Marketing  and Sales  Plan,  commit  specified
               target levels of sales and marketing  resources  (personnel and a
               portion of marketing budget) to the staffing and support of their
               respective  collaborative sales forces and coordinate the efforts
               of their respective  collaborative sales forces. In addition, Sun
               will  support  the  collaborative  sales  activities  of the  AOL
               collaborative  sales force with  respect to any Sun  products and
               services,  which may include access to and  participation  of Sun
               employees who are not part of the collaborative team, such as Sun
               technical personnel, and AOL will support the collaborative sales
               activities of the Sun  collaborative  sales force with respect to
               AOL  Services   Offerings,   which  may  include  access  to  and
               participation   of  AOL   employees  who  are  not  part  of  the
               collaborative team, such as AOL technical personnel.

         4.1.4 Sharing of  Revenues  Collected  from  Customers.  Subject to the
               provisions  of Section 4.2,  revenues from the sale or license of
               products or  services  shall be shared as set forth  below.  Each
               party  acknowledges that these provisions are intended to reflect
               how revenues are  allocated and are not  controlling  as to which
               revenues are recognized by which parties, which recognition shall
               be at the  sole  discretion  of each  party  in  accordance  with
               Generally Accepted Accounting Principles.

               4.1.4.1 AOL and Netscape  Software and Associated  Services.  AOL
                       will  receive  100% of the  revenues  (and pay all of the
                       associated  cost of  goods)  collected  from  any sale or
                       license  of AOL  and  Netscape  products  and  Associated
                       Services,  including  without  limitation  from  sales or
                       licenses of the AOL Distributed  Communicator  Client and
                       Associated  Services  (but  excluding  Existing  Netscape
                       Software  and  Existing  Netscape  Software  Upgrades and
                       Associated  Services),  less a sales  commission equal to
                       *** of such  revenues  which shall be payable to Sun if a
                       Sun salesperson was primarily  responsible for making the
                       sale of the AOL products or Associated Services.  

               4.1.4.2 Third Party  Communicator and Existing  Netscape Software
                       and  Associated  Services.  AOL will  receive 100% of the
                       revenues  (and pay all of the  associated  cost of goods)
                       collected  from any sale or  license  of the Third  Party
                       Communicator   and   Associated   Services  and  Existing
                       Netscape Software and Existing Netscape Software Upgrades
                       and Associated Services, less a sales commission equal to
                       *** of such revenues,  which shall be payable to Sun if a
                       Sun  salesperson not on the  collaborative  marketing and
                       sales force was primarily responsible for making the sale
                       of the AOL products or Associated Services.

               4.1.4.3 Sun Software and  Services.  Sun will receive 100% of the
                       revenues  collected  (and pay all of the  costs of goods)
                       from any sale or license of Sun software and professional
                       services,  less a sales  commission  equal to *** of such
                       revenues,  which  shall  be  payable  to  AOL  if an  AOL
                       salesperson was primarily responsible for making the sale
                       of the Sun products or Associated Services.  This Section
                       4.1.4.3  shall not apply to "Sun  Products" as defined in
                       the  Service  Provider  Agreement  between the parties of
                       even date herewith.

               4.1.4.4 Designated  Collaborative Software and Services. AOL will
                       receive *** of the Gross Margin  collected  from any sale
                       or license of Designated  Collaborative Software products
                       and  Associated  Services and Sun will receive *** of the
                       Gross  Margin  collected  from  such  sales or  licenses.
                       Whichever  party to this Agreement  enters into the sales
                       contract with the customer will receive the revenues from
                       such  contract  and remit *** of the Gross  Margin to the
                       other party as provided in this Section.

               4.1.4.5 Sales bonus.  To the extent the amounts payable to AOL in
                       any quarter  that are  applied to the Minimum  Commitment
                       exceed  one  hundred  twenty-five  percent  (125%) of the
                       applicable  Minimum  Commitment  for such  quarter as set
                       forth in Section 4.5, Sun shall, in addition to any other
                       amounts  payable by Sun to AOL,  pay to AOL a bonus equal
                       to*** of the amount by which such amounts  payable to AOL
                       exceed  one  hundred  twenty-five  percent  (125%) of the
                       applicable Minimum Commitment for such quarter.

         4.1.5 Marketing  Co-op  Fee.  During  the  term of this  Agreement,  as
               consideration  for the  marketing and selling of Sun products and
               services  and the  products  and  services  developed  under  the
               Collaborative  Activity,  Sun will pay AOL a marketing co-op fee,
               which shall be applied as determined by AOL. The marketing  co-op
               fee shall be Ten Million Dollars ($10,000,000) for the first year
               following the Closing  Date,  Ten Million  ($10,000,000)  for the
               second year following the Closing Date,  and Ten Million  Dollars
               ($10,000,000)  for the third year  following  the  Closing  Date,
               payable  each year in  quarterly  payments as provided in Section
               8.l.

     4.2 Additional Revenue Determination and Allocation Provisions

         4.2.1 Revenue Calculation.  For purposes of determining the appropriate
               revenue or Gross Margin  allocation under Section 4.1.4, in cases
               where a single product or service is sold, the revenues  received
               shall be  deemed  to  equal  the  gross  revenues  (before  sales
               commission)  collected  from the end user or the OEM customer and
               the Gross Margin shall be calculated  in accordance  with Section
               21.20. In cases where multiple products or services are sold in a
               bundled  sale,  the  revenues  per  product  or  service  will be
               calculated by computing the overall  discount (or ***,  whichever
               is lower) from list price for the bundled sale (or the  aggregate
               sum of the list  prices  for  each  individual  component  in the
               bundled sale, if there is no list price for the bundled sale) and
               applying  that  discount to the list price for the  product.  ***
               approximately 10 lines omitted ***.

         4.2.2 Special  Revenue  Allocations.  Notwithstanding  anything  to the
               contrary herein,  including without  limitation the provisions of
               Section  4.1.4,  AOL shall  retain all  collected  revenues  from
               existing Netscape OEM and customer  contracts  (including without
               limitation  revenues  collected in  connection  with any existing
               service, development,  support,  maintenance,  reseller, VAR, OEM
               and other  contracts)  and  existing  contracts  for the sale and
               distribution  of  Existing  Netscape  Software  and any  updates,
               enhancements and/or new releases thereof. As used in this Section
               4.2.2,  the term  "existing  contracts"  shall mean any contracts
               entered  into on or before the Closing  Date for the  duration of
               the remaining term of such contracts as well as any extensions or
               renewals of the term of such contracts to the extent the customer
               or OEM elects to exercise  any  unilateral  right of extension or
               renewal  contained in such existing  contracts.  AOL and Sun each
               shall retain their existing  customer  contracts for the Netscape
               client  software,  with  all  service,  maintenance  and  support
               provided by AOL, to the extent  Netscape is  obligated to provide
               such service,  maintenance  and support under  existing  service,
               maintenance and support agreements, and all service,  maintenance
               and support  provided by Sun, to the extent Sun is  obligated  to
               provide such  service,  maintenance  and support  under  existing
               service,  support and  maintenance  agreements.  AOL and Sun will
               each have the right to fulfill its respective  obligations  under
               existing  contracts,  notwithstanding  anything  to the  contrary
               contained in this Agreement

     4.3 Priority of Marketing by Sun. In conducting  its marketing  activities,
     Sun shall prioritize the marketing of the following client products,  where
     they exist for the customer platform,  in the following manner: 

        (a) As part of the standard  Product Suites  offering and any other time
        Sun is marketing,  distributing or selling a browser component, Sun will
        give first priority to the marketing and sale of ***.

        (b) If a  customer  indicates  that it does not want  ***,Sun  will next
        attempt to market and sell ***.

        (c) If a  customer  indicates  that it does not want ***,  Sun will next
        attempt to market and sell ***.

     *** approximately 7 lines omitted ***

     4.4 AOL Service Components and Service  Offerings.  AOL and Sun each agrees
     actively  to market,  promote  and  support  the  Product  Suites.  Without
     limiting the foregoing,  Sun will actively market,  promote and support the
     AOL Service Components and AOL Service Offerings that are incorporated into
     products  comprising the Product  Suites in connection  with its marketing,
     promotion and sales of the Product Suites, provided that Sun customers will
     not be required to use or maintain any AOL Service  Components  included in
     the  Product  Suites.  Notwithstanding  anything  to the  contrary  herein,
     including  without  limitation the  provisions of Section 4.1.4,  AOL shall
     retain all collected  revenues related to or derived from sales or licenses
     of AOL Service  Components and AOL Service  Offerings.  Neither Sun nor the
     collaborative  sales  team  shall  have any  right to sell any AOL  Service
     Offerings  without  AOL's  prior  written  consent,  and AOL shall  have no
     obligation to provide such consent.

     4.5 Minimum  Revenue  Commitments by Sun. Sun will commit that,  during the
     term of this  Agreement,  the total of the net amounts paid per year to AOL
     under Sections, 4.1.4.2, 4.1.4.4, 9.6.2 (including, without limitation, net
     of  commissions  payable to Sun sales  personnel)  and under  4.2.2  (which
     includes  revenues  derived  by AOL  from  the  sale of  Existing  Netscape
     Software and Existing Netscape Software Upgrades and Associated  Services),
     will be not less than Three Hundred Twelve Million  Dollars  ($312,000,000)
     for the first year following the Closing Date, Three Hundred Thirty Million
     Dollars  ($330,000,000) for the second year following the Closing Date, and
     Three  Hundred  Thirty Three  Million Two Hundred  Fifty  Thousand  Dollars
     ($333,250,000)  for the third year  following the Closing Date,  payable in
     quarterly  minimum  payments  the  ("Minimum  Commitment")  as set forth in
     Section 8.1.

     4.6 Penetration  Rate for Business  Desktop.  So long as certain  specified
     milestone deliverable dates are satisfied as set forth in the Collaborative
     Development  Work Plans,  Sun shall use all  reasonable  efforts to achieve
     penetration of enterprise  desktops by the Third Party Communicator  Client
     and AOL Distributed  Communicator  Client as set forth in the Marketing and
     Sales  Plan as  mutually-agreed  in  writing  prior  to the  Closing  Date,
     including  without  limitation  bundling the Third Party  Communicator with
     Sun's  Solaris  operating  system,   actively  promoting  the  Third  Party
     Communicator on Sun's website, and such other actions as Sun normally takes
     to promote and market its products,  provided that Sun shall be relieved of
     such  obligations to achieve such penetration if Sun embarks on a divergent
     development  path with  respect  to the  Third  Party  Communicator  Client
     pursuant  to  Section  3.10.  If the  agreed  level of  penetration  is not
     achieved,  Sun will  take  reasonable  steps  (e.g.,  increased  marketing,
     promotion and salesforce  incentives) to increase the  penetration  rate to
     the required  level within six months;  provided that, if Sun believes that
     the  failure to  achieve  the  requisite  level of  penetration  was due to
     factors beyond its  reasonable  control  and/or that the  penetration  rate
     shortfall  cannot  reasonably be remedied through  increased  marketing and
     promotion unless  additional  remedial action is also taken during such six
     month  period,  Sun will so inform AOL and the parties  shall discuss Sun's
     concerns  and  attempt  to  agree  through  good  faith  negotiation  on an
     appropriate  plan to increase  the  penetration  rate within such six month
     period.  Such plan may include actions by Sun and/or AOL,  depending on the
     circumstances.   The  Executive   Representatives   shall  facilitate  such
     negotiation.  If either Executive  Representative believes that negotiation
     will not succeed in a timely  fashion,  he or she may refer such dispute to
     the two chief executive officers to resolve. The Incentive Plan referred to
     in  Section  13.1  will set forth  the  method  by which  Sun will  provide
     incentives  to its sales force to achieve the requisite  penetration  rate.
     The escalation  procedures  set forth in this Section 4.6 shall  constitute
     AOL's sole and  exclusive  remedy for any failure to achieve the  specified
     target penetration rate.

     4.7 Marketing and Sales Plan. The Marketing and Sales Plan will set forth a
     detailed  description of how the two sales and marketing  teams (i.e.,  the
     sale forces  described  in  Sections  4.1.2 and 4.1.3,  respectively)  will
     collaborate,  including the initial sales force  compensation and incentive
     plans  (as  further   described   in  Section   13.1)  to  be   implemented
     independently  by the  parties,  the  goal  of  which  will  be to  provide
     appropriate  incentives for the sales forces to meet and exceed the Minimum
     Commitments.

     4.8 Warranties,  Indemnification and Support.  Sun shall have the exclusive
     right to provide and will  provide  all  warranty  and support  services in
     connection  with  sales and  licenses  (other  than  pursuant  to  existing
     contracts as set forth in Section 4.2.2) by the  collaborative  sales force
     and by the  dedicated  AOL sales  force of the  Product  Suites,  including
     warranty and support  services for supported  Systems  Platforms other than
     the Sun Systems  Platform,  which may  include  Systems  Platforms  such as
     Windows NT, HP-UX, Linux and IBM AIX. Sun will fulfill warranty and support
     obligations  in connection  with all sales and licenses by AOL arising from
     sales by the collaborative sales force and by the dedicated AOL sales force
     of the Product  Suites  (other than  pursuant to existing  contracts as set
     forth in Section 4.2.2).  In  consideration of Sun's providing such support
     services,  AOL will pay to Sun the sum of One Million Dollars  ($1,000,000)
     per month during the term of this Agreement.  In addition, Sun will, at the
     request of AOL,  fulfill  warranty  and support  obligations  for  existing
     contracts as set forth in Section  4.2.2 ***. Such support  services  shall
     include  frontline   technical  support,   including  call  receipt,   call
     screening,  installation assistance,  problem identification and diagnosis,
     and  other  standard  support  services   customarily   provided  by  Sun's
     twenty-four  hour per day,  seven  day per week  support  center.  Backline
     escalation support shall be provided by the collaborative development team.
     Sun shall  defend,  indemnify  and hold AOL  harmless  from all third party
     claims and  allegations  relating  to alleged  breach or failure to provide
     support  services  or breach of support  service  obligations  under  Sun's
     standard  maintenance  contracts under which it is obligated to support the
     Product  Suites.  AOL will promptly notify Sun in writing of any such claim
     or allegation giving Sun the sole right of defense and settlement, and will
     assist  Sun,  at  Sun's  expense  (except  for  the  value  of  time of AOL
     employees),  to defend or settle such claim or  allegation.  AOL shall have
     the right to employ  separate  counsel and to participate in the defense of
     such claim at its own cost. Sun shall not be liable for litigation expenses
     of or settlements by any third parties unless Sun agrees in writing.

5.0  Management Process for Development and Sales and Marketing.

     5.1  Executive  Representatives.   Each  party  shall  designate  a  senior
     executive  reporting  to its chief  executive  officer,  president or chief
     operating  officer  as its  Executive  Representative  to the other for the
     purpose of this Agreement.  AOL's initial Executive Representative shall be
     David Colburn, and Sun's initial Executive  Representative shall be William
     J. Raduchel.  The Executive  Representatives shall  collaboratively  report
     quarterly  in writing  (which may be  electronic)  to both chief  executive
     officers on the progress of development under this Agreement and shall work
     to facilitate  cooperation  between the parties to achieve the  development
     goals of this Agreement.  The chief executive  officers shall consult prior
     to changing the Executive Representatives.

     5.2  Executive  Meeting.  In  January  and  July of each  year,  the  chief
     executive  officers  and the  relevant  members of their  management  teams
     including   the  Executive   Representatives   shall  meet  to  review  the
     development progress and sales and marketing progress under this Agreement.
     The  January  meetings  shall be in  California  hosted by Sun and the July
     meetings in  Virginia,  hosted by AOL.  The host  Executive  Representative
     shall be responsible,  in consultation  with the participants and the other
     Executive Representative,  for organizing such meeting and establishing its
     agenda.

     5.3  Management  Process  for  Client  Software   Development  and  Network
     Application and Server Software Development.

         5.3.1 Lead  Executives.  The initial  Lead  Executives  and Deputy Lead
               Executives for each major component  ("MC") of the  collaborative
               development  activity are set forth in Sections  5.3.3 and 5.3.4.
               Future  Lead   Executives   will  be   designated  by  AOL  after
               consultation   with  Sun.   AOL  shall  have  the  right,   after
               consultation  with Sun, to replace the Lead  Executive for either
               MC at any time if in its good faith  judgement  such action is in
               the best interests of the parties.  The Lead Executive and Deputy
               Lead  Executive  must be replaced by a person of similar rank and
               stature unless the parties  otherwise  agree. The Lead Executives
               and Deputy  Lead  Executives  shall not be  changed  prior to the
               Closing Date.

         5.3.2 Powers of Development  Lead  Executives;  Deputy Lead Executives.
               The Lead Executive  shall  maintain and revise the  corresponding
               Collaborative  Development  Work  Plan for each MC in  accordance
               with its terms and will have the right,  after  consultation with
               the Deputy Lead  Executive,  to designate the project  leader for
               each major  project and to  establish  teams and team leaders for
               various development projects. For each Lead Executive there shall
               be a Deputy Lead  Executive.  The Deputy Lead Executive  shall be
               assigned  by the party  other than the party  employing  the Lead
               Executive, after consultation with the Lead Executive. Each party
               shall structure all employees and resources for each MC under the
               Lead Executive or Deputy Lead Executive for that MC, and the Lead
               and Deputy Lead  Executives and project leaders shall direct such
               resources in accordance with and to achieve the objectives of the
               Collaborative Development Work Plan.


         5.3.3 Client  Software.  The  initial  Lead  Executive  for the  Client
               Software MC shall be Barry  Schuler.  The Lead  Executive for the
               Client Software MC shall have the right,  after consultation with
               the Deputy Lead Executive,  to make all decisions with respect to
               the design and  development  of the Client  Software  and the New
               Browser,  including without limitation the features and functions
               to be  included  in each such  product  design and all  decisions
               regarding development priorities and resource allocation.

         5.3.4 Network  Application  and  Server  Software.   The  initial  Lead
               Executive  for the  Network  Application  and Server  Software MC
               shall be Ed Zander. As part of the Collaborative Development Work
               Plans,  with the consent of each party through its Lead Executive
               or Deputy Lead Executive, which consent shall not be unreasonably
               withheld or delayed,  the Lead Executive will establish  mutually
               agreeable targets for development of the Network  Application and
               Server Software. It is AOL's present intention not to replace the
               initial  Lead  Executive  for  Network   Application  and  Server
               Software unless such development targets are missed in a material
               fashion,  but AOL shall have the right,  after  consultation with
               Sun, to replace the Lead  Executive  for the Network  Application
               and Server  Software MC at any time after the Closing  Date.  The
               Lead Executive for the Network  Application  and Server  Software
               may be an  employee of either  party.  In  selecting  the project
               leader and team  leaders for various  development  projects to be
               undertaken  in the  development  of the Network  Application  and
               Server Software,  the Lead Executive for the Network  Application
               and Server  Software  shall appoint a  significant  number of AOL
               employees as project and/or team leaders.

         5.3.5 Collaborative  Development Work Plans. Prior to the Closing Date,
               the Lead Executive and Deputy Lead Executives shall establish and
               attach   hereto  as  Schedule   5.3  the  initial   Collaborative
               Development   Work   Plans  for  the  two  MCs  of  the   initial
               Collaborative  Development  Activity  (consisting  of an  MC  for
               Client Software development and an MC for Network Application and
               Server  Software  development),  setting  forth  the  objectives,
               principal   deliverables  of  each  such  MC  and  providing  for
               priorities   in  going   forward.   Changes   to  the   principal
               deliverables   or  priorities   sections  of  the   Collaborative
               Development Work Plan for Network Application and Server Software
               shall require the consent of both parties not to be  unreasonably
               withheld or delayed,  but all other changes to such Collaborative
               Development  Work Plans may be made by the Lead Executive for the
               applicable MC after  consultation  with the Deputy Lead Executive
               for such MC. In making such changes,  the Lead Executive must act
               solely  in  accordance  with the  terms  and  objectives  of this
               Agreement.

         5.3.6 Cross Platform Development. Understanding that it is the parties'
               intention to offer cross platform  solutions,  the parties shall,
               to  the  extent  commercially  reasonable,   develop  the  Client
               Software  and the  Network  Applications  and System  Software to
               operate  on a variety  of  System  Platforms,  including  the Sun
               System  Platform  as well as other  Systems  Platforms  including
               Windows NT, IBM AIX,  Linux,  HP-UX and other Systems  Platforms.
               Any decision to support a platform  other than Solaris or Windows
               NT shall  require  a  financial  analysis  showing  a  reasonably
               appropriate   return  on   investment,   and  in  all  cases  all
               Collaboratively  Developed Software at the date of first customer
               shipment must ship on Solaris.

         5.3.7 Non-Disclosure;  Limitations  on Work on Other  Development.  All
               individuals engaged in Collaborative  Development Activities will
               be  prohibited   from  using  or  disclosing   any   confidential
               information  or trade secrets  learned or developed in the course
               of such  Collaborative  Development  Activities other than in the
               course of their work on the Collaborative  Development Activities
               or  their  work  for AOL or Sun,  respectively.  AOL and Sun each
               acknowledges  that the parties may have to  establish  procedures
               and/or  enter into  supplemental  confidentiality  agreements  to
               address  issues that may arise in connection  with  Collaborative
               Development  Activities,  such as, by way of example,  the use of
               confidential information of third parties which one party may not
               have the right to disclose to the other party.  In addition,  AOL
               and Sun each agrees that after it has assigned  developers to the
               Collaborative  Development  Activities,  it shall use  reasonable
               efforts to keep such  individuals  assigned to the  Collaborative
               Development Activities,  and AOL and Sun each agrees that it will
               not  reassign  multiple  employees  engaged in the  Collaborative
               Development   Activities  to  work  on  similar  or   competitive
               development activities for other customers, clients, or strategic
               partners.  If AOL or Sun reassigns an individual employee to work
               on similar or competitive  development activities for a customer,
               client,  strategic  partner or other third  party,  such party to
               this  agreement  shall  advise the  customer,  client,  strategic
               partner or other third party that such  employee  was involved in
               similar or competitive  development  activities  pursuant to this
               Agreement   and   that   such   individual   is   subject   to  a
               confidentiality  and  non-disclosure  agreement  prohibiting such
               individual from using or disclosing any confidential  information
               or trade  secrets  learned  or  developed  in the  course of such
               Collaborative Development Activities.

         5.3.8 Protection  of Software.  AOL and Sun will agree on procedures so
               that development is conducted in a such a manner that AOL Service
               Components,  other AOL and  Netscape  proprietary  software,  Sun
               software,  and the  Collaborative  Software are not inadvertently
               placed in the public domain or required to be publicly  disclosed
               pursuant  to  the  Mozilla  Public  License  or  Netscape  Public
               License.  Both  parties  shall comply with such  procedures,  and
               notwithstanding  anything  to  the  contrary  contained  in  this
               Agreement,  in no event may a Lead Executive make any decision to
               implement   development  in  a  manner   inconsistent  with  such
               procedures without the written consent of both AOL and Sun, which
               either party may withhold in its sole discretion.

     5.4 Management Process for Sales and Marketing.

         5.4.1 Marketing and Sales Plans.  An initial draft of the Marketing and
               Sales Plan for the  Collaborative  Marketing  and Sales  Activity
               will be mutually  agreed  upon prior to the  Closing  Date by the
               Lead Executive and Deputy Lead Executive for marketing and sales,
               setting forth the objectives and targets,  and principal  methods
               for  marketing  and sales of the  Product  Suites and  components
               thereof.  Major substantive changes to such initial Marketing and
               Sales Plan  shall  require  the  consent  of both  parties,  such
               consent not to be  unreasonably  withheld,  but any minor changes
               may  be  made  by  the   corresponding   Lead   Executive   after
               consultation  with the  Deputy  Lead  Executive.  In making  such
               changes,  the Lead Executive  must act solely in accordance  with
               the terms and  objectives of this  Agreement.  The Lead Executive
               and  Deputy  Lead  Executive  shall not be  changed  prior to the
               Closing Date.

         5.4.2 Powers of Marketing and Sales Lead Executive.  The Lead Executive
               for Marketing  and Sales shall  maintain and revise the Marketing
               and  Sales  Plan in  accordance  with its  terms.  For each  Lead
               Executive there shall be a Deputy Lead Executive. The Deputy Lead
               Executive  shall be  assigned  by the party  other than the party
               employing the Lead  Executive.  The Lead  Executive for Marketing
               and Sales,  after consultation with the Deputy Lead Executive for
               Marketing and Sales,  shall have the right to establish  projects
               and teams and  project and team  leaders for various  major sales
               efforts  ("SE's") of the  Marketing  and Sales  Plan.  Each party
               shall  structure  all  employees  and  resources  of such party's
               respective  collaborative  sales team under the Lead Executive or
               Deputy Lead  Executive,  and the Lead  Executive  and Deputy Lead
               Executives and their  subordinates shall direct such resources in
               accordance  with and to achieve the  objectives of the applicable
               Marketing and Sales Plan.

         5.4.3 Lead  Executives.  The initial Lead  Executive  for Marketing and
               Sales shall be Ed Zander.  The initial  Deputy Lead Executive for
               Marketing  and  Sales  shall  be  Barry  Schuler.  As part of the
               Marketing and Sales Plans,  AOL and Sun will  establish  mutually
               agreeable  targets for marketing and sales of the Product Suites.
               It is AOL's  present  intention  not to replace the initial  Lead
               Executive  for  Marketing  and Sales  unless such targets are not
               met, but AOL shall have the right,  after  consultation with Sun,
               to replace the Lead Executive for Marketing and Sales at any time
               after the Closing Date. In the event replaced, the Lead Executive
               and Deputy  Lead  Executive  may only be  replaced by a person of
               similar rank and stature unless the parties  otherwise agree. The
               Lead  Executive  for  Marketing  and Sales must be an employee of
               either AOL or Sun.

         5.4.4 Coordination.  The  AOL  collaborative  sales  force  and the Sun
               collaborative  sales force shall  coordinate  their sales efforts
               and  endeavor to  cooperate  with one another to achieve  maximum
               sales of the Product Suites in accordance  with the Marketing and
               Sales Plan.

         5.4.5 Cross  Platform  Marketing  and Sales.  The  collaborative  sales
               forces of AOL and Sun will be trained and knowledgeable about and
               shall, to the extent commercially reasonable, actively market and
               promote  the sale or  license  of the  Product  Suites on the Sun
               Systems  Platform,  Windows NT and on a variety  of other  System
               Platforms to which the Product Suites have been ported, which may
               include IBM AIX, Linux, HP-UX and other Systems Platforms,  which
               marketing  and  promotion  shall  include  efforts to license the
               Product Suites on an OEM basis.

6.0  Other Development and Marketing Rights and Limitations.

     6.1  AOL.  During  the term of this  Agreement,  AOL  will  market  Network
     Application  and Server Software only to AOL EC Service  Opportunities  and
     only to enable such opportunities. In sales to AOL EC Service Opportunities
     made by AOL  personnel,  AOL may  elect to have  the  sales  and  licensing
     agreements  for the goods and services sold be between the customer and AOL
     or may elect to have such  agreements be between Sun and the customer.  AOL
     shall  have the  unrestricted  right to market  and  distribute  the Client
     Software and New Browser during and after the term of this Agreement in any
     manner  whatsoever,  including  without  limitation  through OEM  licensing
     arrangements.

     6.2 Sun.  During  the term of this  Agreement,  Sun will  have the right to
     market, including through reseller and OEM arrangements,  the Collaborative
     Software through the  Collaborative  Marketing and Sales Activities as well
     as its independent sales force, subject to the provisions of Section 4.1.4.

     6.3 Sun Development. Subject to the provisions of Sections 6.6 and 6.7, Sun
     is free to  develop  at its  own  expense  additional  client,  server  and
     application software, functionality and features for EC2. Any such software
     developed  by Sun  independently  which  is not a  derivative  work  of the
     Existing  Netscape  Software  or the  Collaborative  Software  and  was not
     developed  pursuant to any  Collaborative  Development  Work Plan shall not
     constitute Collaborative Software or Designated Collaborative Software, and
     Sun shall own such  independent  developments  and all  proprietary  rights
     therein.

     6.4 AOL  Development.  AOL is free to  develop  at its own  expense  and to
     collaborate with one or more third parties in developing additional client,
     server  and  application  software,  and  functionality  and  features  for
     electronic  commerce and extended  communities and connectivity,  including
     without limitation software based on and derived from the Existing Netscape
     Software.   Any  such  software   developed  by  AOL   independent  of  any
     Collaborative  Development  Work Plan  shall not  constitute  Collaborative
     Software  or  Designated  Collaborative  Software,  and AOL  shall own such
     independent developments and all proprietary rights therein.

     6.5 Replacement of IE Browser. To the extent contractually permissible, AOL
     will  periodically  evaluate  replacing the browser  component of Microsoft
     Internet  Explorer  browser with the New Browser in the AOL classic  online
     service  offering  and to use the New Browser in clients  for other  brands
     such as ICQ and CompuServe,  provided that the parties acknowledge that AOL
     has no present intention to make any such replacement or use and shall have
     no  obligation  to make any such  replacement  or use, and that it is AOL's
     present expectation that it will not seek to terminate or limit its present
     agreement  and may seek to renew  and/or  extend  and  expand  its  present
     agreement  with Microsoft  Corporation to continue to distribute  Microsoft
     Internet  Explorer.  It is acknowledged  that among the critical issues for
     AOL in evaluating the merits of any such possible  replacement would be ***
     approximately 8 lines omitted ***

     6.6 No Development or Marketing of Competitive Clients.  Except as provided
     in Section 3.10, for any System Platform for which AOL  implements,  in the
     OEM  Communicator  Client and Third  Party  Communicator  Client,  the most
     recent  version of Sun's JRE  pursuant to Section 3.6, Sun shall not during
     the term of this Agreement, directly or indirectly through any third party,
     develop, market, advertise, or distribute any software product or assist in
     advertising, marketing, or distributing any software product on such System
     Platform   (including  without  limitation  any  other  browser  component)
     including or bundled with features and functions  which make it competitive
     with a  desktop  client  such as the  client  for the  AOL  classic  online
     service, AOL Distributed  Communicator Client, the Third Party Communicator
     Client,  the OEM Communicator  Client or Microsoft Internet Explorer (as it
     continues to evolve away from a browser to a fully featured  online desktop
     client),***  approximately  11 lines omitted *** This Section 6.6 shall not
     be deemed to limit or prohibit  Sun from  continuing  to  develop,  market,
     advertise,  promote and distribute  browsers that are 100% Pure Java or are
     for platforms other than personal computers or workstations, subject to the
     provisions  of Section  4.3,  nor from  continuing  to develop,  market and
     promote  client  software  other than  browsers  except as provided in this
     Section.

     6.7  Support for  Product  Suites  Standards.  It is the  intention  of the
     parties that all client software will support  industry-standard  protocols
     and the standards,  protocols and defaults in the Product Suites, including
     without  limitation  the  standards,  protocols  and  defaults  of the  AOL
     Services  Components  in the  Product  Suites,  and except as  provided  in
     Section 3.10, Sun agrees not to implement,  in the Sun Systems  Platform or
     in other software competitive with or offering similar functionality to the
     Product  Suites,  inconsistent  or  conflicting  standards,   protocols  or
     defaults, including without limitation inconsistent or conflicting with the
     components, features, functionality,  interfaces, protocols and APIs of the
     New Browser.

     6.8  Impact of  License  to  Competing  OEM.  If,  during  the term of this
     Agreement,  AOL grants an OEM license to any of the network application and
     server software comprising the Existing Netscape Software or any derivative
     works  thereof  developed by AOL to any other Systems  Platform  suppliers,
     each  such  transaction  must be  structured  so that the  revenues  to AOL
     reflect  *** and in such  event  the  Minimum  Commitment  as set  forth in
     Section 4.5 for each  quarter  subsequent  to AOL  granting  such a license
     shall be reduced  by *** of the  consideration  received  by AOL during the
     preceding quarter pursuant to such license agreement for the rights granted
     to such OEM with respect to any such  software,  provided that in the event
     AOL receives an upfront large sum or advance pursuant to such an agreement,
     the reduction arising from such amount shall be applied pro rata across all
     then remaining quarterly Minimum Commitments.

     6.9 Licenses by Sun. During the term of this Agreement, Sun shall structure
     its license  transactions for the Existing Netscape Software and Designated
     Collaborative  Software  so that the  revenues to Sun *** and Sun shall not
     enter into  licenses  for such  software  intending  to (a) have a material
     adverse  impact on the  penetration  rate for the  business  desktop as set
     forth in Section 4.6 or (b)  materially  reduce the amounts  payable to AOL
     hereunder.

     6.10 Resources.  AOL and Sun shall each provide a minimum level of staffing
     through their respective  collaborative  sales forces,  as set forth in the
     Marketing  and Sales Plan, to achieve the  objectives of the SE's,  and AOL
     and Sun shall each provide a minimum level of development  staffing, as set
     forth in the initial  Collaborative  Development Work Plans, to achieve the
     objectives of the Network  Application and Server Software  development MC.
     Sun shall be responsible for using all reasonable efforts at its expense to
     provide  whatever  remaining  resources  are needed to achieve the goals of
     each SE as set forth in the  Marketing  and Sales Plan and to  achieve  the
     goals  set forth in the  Collaborative  Development  Work Plan for  Network
     Application  and Server  Software,  but in no event will Sun be required to
     provide  more  than the  maximum  levels of Sun  staffing  set forth in the
     Marketing and Sales Plan and the  Collaborative  Development  Work Plan for
     Network  Application  and  Server  Software.  Sun will  provide  a level of
     staffing for Sun's  collaborative  sales force at least as large as that of
     AOL's  collaborative sales force, and Sun shall provide a level of staffing
     for the  Collaborative  Development  Activities  at  least  as great as the
     staffing AOL provides for the Collaborative Development Activities.  Either
     party may reduce its level of  staffing if such party  concludes  that then
     current and reasonably  anticipated  business  conditions no longer justify
     then current staffing levels.  In the event the aggregate level of staffing
     provided by AOL in any quarter for Collaborative Development Activities and
     Collaborative  Marketing  and  Sales  Activities  is  less  than  ***,  the
     otherwise applicable Minimum Sales Commitment for the next quarter shall be
     reduced by *** per  person for such  shortfall  (i.e.,  for each  person by
     which such  staffing by AOL is below ***),  provided  that in the event the
     composition  of such AOL  staffing  with  respect  to mix of salary  levels
     changes materially, Sun and AOL will negotiate in good faith adjustments to
     such *** per person shortfall reduction.

7.0  Escalation and Dispute Resolution for Collaborative Development and 
Marketing and Sales.

     7.1 General.  The parties  shall attempt to promptly  resolve  through good
     faith  negotiation  any  dispute  or  disagreement  between  them  directly
     relating to design and  development  priorities  and decisions and resource
     allocation  under  the  Collaborative  Development  Work  Plan for  Network
     Application  and Server  Software and  marketing and sales  priorities  and
     decisions  under the Marketing and Sales Plans.  ***approximately  10 lines
     omitted***

     7.2 Deadlock on Major Disputes. ***approximately 48 lines omitted***

8.0  Payment Timing Provisions.

     8.1 Timing.  Fees payable pursuant to Section 4.1.5, 4.5 and 9.8.2 shall be
     paid  quarterly  in advance  not later than the fifth  business  day of the
     quarter  for which  due,  except  that  amounts  payable  pursuant  to such
     Sections for the first quarter  shall be paid on the Closing Date,  and, in
     the event to first  quarter  is not a  complete  quarter,  amounts  payable
     pursuant to such Sections for the first partial  quarter and the first full
     quarter shall be payable on the Closing Date.  Unless otherwise  specified,
     other fees shall be paid no later  than 45  calendar  days after the end of
     the quarter for which due (including  fees in excess of the minimum amounts
     due with respect to any quarter).  No fees are payable until the quarter in
     which the Closing Date  occurs,  and any fees for that  quarter,  including
     minimum  quarterly fees specified in this Agreement,  including in Sections
     4.1.5,  4.5 and 9.8.2,  shall be a pro rata  amount  based on the number of
     days  remaining in such  quarter.  In the event the first  quarter is not a
     complete quarter (i.e., the Closing Date occurs other than at the beginning
     of the quarter), any reductions in minimum revenues or other fees specified
     in this Agreement,  including in Sections 4.1.5,  4.5 and 9.8.2,  shall not
     apply until the second full quarter.  For partial quarters at the beginning
     and the  end of each  year of the  term of this  Agreement,  the  quarterly
     amount  payable shall be a prorated  portion of the full  quarterly  amount
     specified  for such  year,  based  on the  number  of days in such  partial
     quarter period.  (For example, if the first anniversary of the Closing Date
     is March 20, 2000,  the prorated  Minimum  Commitment  payable  pursuant to
     Section 4.5 for the partial  period  running  from  January 1, 2000 through
     March 20, 2000 shall be the  applicable  prorated  portion of  $78,000,000,
     which amount shall be due and payable on January 1, 2000,  and the prorated
     Minimum  Commitment  for the  partial  period  running  from March 21, 2000
     through  March  30,  2000  shall  be the  applicable  prorated  portion  of
     $82,500,000, which amount shall also be due and payable on January 1, 2000.

     8.2 No Right To Withhold or Offset.  Sun will have no right  whatsoever  to
     withhold  payment of any minimum fees or revenues  provided for in Sections
     4.1.5,  4.5 or 9.8.1 on the  basis of any  alleged  right of  offset or any
     alleged breach by AOL of any of its obligations  pursuant to this Agreement
     or for any other  reasons  except to the  extent  permitted  pursuant  to a
     final,   non-appealable   judgment  obtained  from  a  court  of  competent
     jurisdiction in litigation between AOL and Sun. Notwithstanding anything to
     the contrary set forth in this  Agreement,  in the event Sun believes  that
     AOL has breached any obligations  under this  Agreement,  Sun shall have no
     right to cease paying any such minimum fees and  revenues,  even if Sun has
     terminated  or purported to terminate  this  Agreement,  and Sun's sole and
     exclusive  remedy shall be to litigate  the dispute and to continue  making
     such payments during the pendency of the litigation.  AOL shall be entitled
     to injunctive  relief to compel Sun to continue making such payments during
     the pendency of such litigation.

     8.3 Late  Charges.  In the event that  either  party does not  receive  any
     amounts from the other party hereunder on or before the day upon which such
     amounts are due and payable,  and fails to cure such breach within ten (10)
     business  days  following   written  notice  from  the  other  party,  such
     outstanding  amounts shall thereupon be subject to payment of a late charge
     which shall accrue until payment at the rate of one percent (1%) per month.
     Amounts received by shall first be credited against any unpaid late charges
     accrued pursuant to this Section, and accrual of such late charges shall be
     in addition to and without  limitation of any and all additional  rights or
     remedies under this Agreement or at law or in equity.

9.0  Intellectual Property Rights.

     9.1  Ownership.  Each  party  shall  own all  preexisting  software  and/or
     technology  which  it  makes  available  to the  Collaborative  Development
     Activity or which it developed or develops with its own  resources  without
     use of any intellectual  property of the other party and not as part of the
     Collaborative Development Activities and all proprietary rights therein. To
     the  extent  such  software  and/or  technology  is  incorporated  into the
     Designated Collaborative Software, it shall, to the extent so incorporated,
     be subject to the provisions of Sections 9.2, 9.3 and 9.4.

     9.2 Designated  Collaborative  Software. AOL shall own all improvements and
     modifications  to any  preexisting  software or technology of either party,
     any new software and technology created through  Collaborative  Development
     Activity  to  create  the  Client  Software  and/or  New  Browser,  and all
     newly-created  intellectual  property rights therein,  whether completed or
     work in progress.  Sun shall own all improvements and  modifications to any
     preexisting  software of either party and any new  software and  technology
     created through  Collaborative  Development  Activity to create the Network
     Application and Server Software and all newly-created intellectual property
     rights therein.

     9.3 AOL License to Sun. AOL hereby  grants to Sun and its  subsidiary,  Sun
     Microsystems  International,  B.V.  ("Sun  International  B.V.") a Software
     License to all Designated  Collaborative  Software owned by AOL pursuant to
     Sections 9.1 and/or 9.2,  subject only to the payment by Sun of the amounts
     provided in this Agreement.  Such license shall be unrestricted as to field
     of use, except for those  limitations set forth in Section 6.6 and 6.7. AOL
     also hereby grants to Sun a non-exclusive, perpetual, non-terminable, fully
     sublicensable  right  under any  patents  issued  anywhere in the world for
     which AOL is or becomes the beneficial or legal owner which were reduced to
     practice in the course of the Collaborative  Development  Activity to make,
     have  made,  practice,  have  practiced,  use,  lease,  sell and  otherwise
     transfer any and all inventions, methods or processes which are the subject
     of any claim of any such patent.

     9.4 Sun License to AOL.  Sun shall  grant to AOL a Software  License to all
     Designated  Collaborative  Software  owned by Sun  pursuant to Sections 9.1
     and/or 9.2, whether written in Java or any other programming language. Such
     license  shall be  unrestricted  as to field  of use.  Notwithstanding  the
     foregoing grant to AOL, AOL's rights to the Java Platform shall be governed
     solely by the TLDA executed  concurrently herewith by the parties. Sun also
     hereby  grants to AOL a  non-exclusive,  perpetual,  non-terminable,  fully
     sublicensable  right  under any  patents  issued  anywhere in the world for
     which Sun is or becomes the beneficial or legal owner which were reduced to
     practice in the course of the Collaborative  Development  Activity to make,
     have  made,  practice,  have  practiced,  use,  lease,  sell and  otherwise
     transfer any and all inventions, methods or processes which are the subject
     of any claim of any such patent.

     9.5  Procedures  for  Litigating  Proprietary  Rights Claims  Against Third
     Parties.  AOL and Sun agree to cooperate  with one another and to negotiate
     in good faith procedures and terms and conditions  permitting each party to
     pursue  infringement  claims  against  third  parties  with  respect to the
     Designated  Collaborative Software and other rights licensed to one another
     pursuant to this Agreement.  The parties will consider and discuss whatever
     arrangements  might most  efficiently  and fairly permit such actions to be
     pursued,  which might  include,  by way of  example,  an  assignment  of an
     undivided  joint  interest  in the  software  at issue  in order to  confer
     standing to sue on the party seeking to bring such action,  an agreement by
     which the other  party is joined as a party  plaintiff  in the action  with
     provisions  allocating the  responsibilities  and costs of litigating  such
     claims, or some other mechanism.

     9.6 License to Existing Netscape Software.

         9.6.1 License for  Development.  As of the Closing Date, as between AOL
               and Sun,  AOL  shall own all  rights in and shall  grant to Sun a
               Software License to the Existing Netscape Software.  AOL may also
               elect to grant to Sun a Software License to any Existing Netscape
               Software  Upgrades  that AOL makes  available  for  Collaborative
               Development  Activities pursuant to this Agreement.  Such license
               shall be subject to the  limitations  set forth in this Agreement
               on Sun's marketing and licensing  thereof during the term of this
               Agreement,  which shall  include those  limitations  set forth in
               Sections  6.3,  6.6  and  6.7  of  this   Agreement  as  well  as
               limitations   during  and  after  the  term  of  this   Agreement
               permitting  Sun and Sun  International  B.V. to use the  Existing
               Netscape Software (and any Existing  Netscape Software  Upgrades,
               if any, licensed to Sun) solely for purpose of developing the New
               Browser,   the  OEM  Communicator   Client,  and  the  Designated
               Collaborative  Software as part of the Collaborative  Development
               Activity.  Such licenses shall also be subject to any contractual
               restrictions   with  third  parties  for  the  duration  of  such
               contractual  restrictions.  AOL represents that concurrently with
               the execution of this  Agreement,  AOL is obtaining from Netscape
               contractual  commitments  requiring that Netscape  cooperate with
               AOL between the date of this  Agreement  and the Closing  Date to
               identify any "Encumbrances" (as defined in this Section) that may
               adversely  affect  AOL's  rights to  Netscape  Existing  Software
               and/or  any  components  thereof  as set forth  below,  including
               without  limitation AOL's rights to grant others access to source
               code and sublicense such rights.  Such cooperation  shall include
               granting  AOL  full  access  to  Netscape  technology   licenses,
               agreements by which  technology  rights were acquired by Netscape
               and information  regarding  intellectual property infringement or
               misappropriation   claims,  if  any,  relating  to  the  Netscape
               Existing  Software and all  components  thereof.  As used in this
               Section, "Encumbrances" means any restriction or limit that would
               prevent  or  materially  limit  or  restrict  AOL  from  granting
               pursuant  to this  Agreement  the  applicable  source  and binary
               access,  use and distribution  rights under Sections 9.6.1, 9.6.2
               and 14.7 of the Agreement  with respect to the Netscape  Existing
               Software  or  any  component   thereof  ("Sun  License  Rights"),
               including,  without  limitation,  limitations and restrictions on
               source access and sublicensing fights, as well as prohibitions or
               requirements  to obtain  consents  to  assignment  of rights from
               Netscape to AOL upon the Closing  Date where to failure to obtain
               such consent  would  materially  limit or restrict  AOL's rights,
               including  sublicensing rights. AOL further represents that it is
               obtaining from Netscape  concurrently  with the execution of this
               Agreement  contractual  commitments  obligating  Netscape  to use
               reasonable   efforts   to   remove,   limit  or   diminish   such
               Encumbrances,  in a priority  order to be specified by AOL. After
               the  Closing  Date,   AOL  shall   continue  such  efforts.   ***
               approximately  4 lines  omitted *** Sun and AOL will consider the
               scope and impact of any such  Encumbrances  in  determining  what
               work to undertake pursuant to the Collaborative Development Plans
               and the products to be included in the Product Suites.

         9.6.2 Reseller  Rights.  AOL shall  grant to Sun,  effective  as of the
               Closing Date and continuing for the term of this  Agreement,  (a)
               the right to distribute the Existing  Netscape Software in binary
               form only  except as set  forth  below;  (b) the right to use the
               source  code  for  the  Existing  Netscape  Software  solely  for
               purposes  of  supporting  and   maintaining   the  binary  copies
               distributed  to Sun  customers;  and (c) the right to license the
               source code for the Existing  Netscape  Software to OEM licensees
               solely  for the  purpose  of  permitting  such OEM  licensees  to
               support and maintain the binary copies  distributed by such OEMs,
               provided  that Sun may provide such source code to OEM  licensees
               only pursuant to the terms of a written  agreement  substantially
               in conformance  with a form approved by AOL, which approval shall
               not be  unreasonably  withheld or delayed,  containing  customary
               terms and  conditions  to preserve  the  confidentiality  of such
               source code and containing customary  limitations and disclaimers
               of warranties and exclusions  and  limitations of liability.  The
               rights granted to Sun pursuant to this Section 9.6.2 with respect
               to the Existing Netscape Software shall terminate upon expiration
               or  termination of this  Agreement,  except that Sun shall retain
               thereafter  a limited  source code license to retain and use such
               software solely for the support of existing  customers as of such
               expiration or termination.

         9.6.3 Delivery.  Promptly  following the Closing Date, AOL will deliver
               to Sun a copy of all Existing  Netscape  Software that is subject
               to the license granted pursuant to Section 9.6.1 and 9.6.2.

     9.7 Post Termination  Rights.  The license rights of the parties  following
     expiration or  termination of this Agreement are set forth in Sections 14.5
     and 14.7.

     9.8 License Fees.

         9.8.1 Payments from AOL to Sun. AOL shall pay to Sun quarterly  license
               fees of $5 million per quarter  during the term of this Agreement
               for the Sun-owned  components  licensed to AOL by Sun pursuant to
               Section 9.4. No license fee shall be required after expiration or
               termination  of this  Agreement for any such license  rights that
               survive termination. AOL may allocate up to *** of the fees under
               this section to any payments  required under any TLDA between Sun
               and AOL,  and any unused  balance of such  amounts not applied to
               TLDA fees may be carried forward and applied to future fees under
               any TLDA.

         9.8.2 Payments from Sun to AOL. Sun shall pay to AOL quarterly  license
               fees  during  the term of this  Agreement  for the  software  and
               trademark  rights granted to Sun by AOL pursuant to Sections 9.3,
               9.6  and  12,   which  shall  be   Eighty-Six   Million   Dollars
               ($86,000,000)  for the first year  following  the  Closing  Date,
               Ninety-Five  Million Five Hundred Thousand Dollars  ($95,500,000)
               for the second year following the Closing Date, and  Ninety-Seven
               Million  Dollars  ($97,000,000)  for the third year following the
               Closing  Date,  payable in  quarterly  payments  as  provided  in
               Section 8.1. No license fee shall be required after expiration or
               termination  of the  definitive  agreement  for any such  license
               rights that survive termination.

10.0 Netcenter.

     10.1  Objectives.  AOL shall  develop  the  Netcenter  to be a portal for a
     variety of  customers  with a focus on business  customers  in terms of the
     services, information and customization options offered.

     10.2 Ownership. AOL owns and controls the Netcenter without restriction and
     shall be responsible for all of its associated costs.

     10.3 Portal Revenues.  Notwithstanding anything to the contrary herein, AOL
     shall  retain all revenue,  and bear all costs,  related to or derived from
     the Netcenter.

     10.4 Promotion.  Sun agrees to cooperate with AOL to make the Netcenter the
     Sun  default  network  portal  for the  Product  Suites  and to  help  gain
     additional traffic for the Netcenter.  Without limiting the foregoing,  the
     Netcenter  will be the default  home page in the New  Browser,  Third Party
     Communicator  Client and OEM Communicator  Client, any client  applications
     developed by Sun pursuant to Section 3.10, the HotJava  browser and, to the
     extent practicable and commercially reasonable,  the Bedouin browser or any
     other thin client browser used on platforms  other than personal  computers
     and workstations,  although Sun customers shall not be required to maintain
     such home page against their will.  ***  approximately  5 lines omitted ***
     Sun shall always  position the  Netcenter in its meetings,  promotions  and
     advertising  no less  favorably  than any other  portal  addressed  in such
     meetings, promotions and advertising, if any, but the parties recognize and
     agree that the  objectives  of this  Agreement  require that Sun market and
     distribute the Product Suites and System Platform to other connectivity and
     portal  vendors  without   restriction,   and  in  such  cases  such  other
     connectivity  and portal  vendors  shall have the right to use and  promote
     their own home pages and/or portals in connection  with the Products Suites
     and System Platform.

11.0 Systems Platform.

     11.1  Ownership.  Sun owns and  controls  the Sun System  Platform  without
     restriction and shall be responsible for all of its associated  costs.  Sun
     shall  develop the Sun System  Platform to be the premiere  foundation  for
     Product  Suites  customers  in  terms  of  its  performance,   scalability,
     reliability and cost-effectiveness.

     11.2  Promotion.  AOL agrees to  cooperate  with Sun to make the Sun System
     Platform the AOL preferred System Platform for Products Suites for both AOL
     and AOL EC Service Opportunities.  AOL shall always position the Sun System
     Platform in its meetings, promotions and advertising no less favorably than
     any other  Systems  Platform  addressed in such  meetings,  promotions  and
     advertising,  if  any,  but  the  parties  recognize  and  agree  that  the
     objectives of this Agreement may require that AOL market and distribute the
     Product Suites on other System Platforms to meet customer requirements.

12.0 Branding.

     12.1  Ownership.  Each  party  shall  retain  all  rights,  title and other
     interest  to  its  brand  names,   service  marks,   trademarks  and  other
     proprietary  markings  except  as  expressly  provided  otherwise  in  this
     Agreement.

     12.2  Brand  Names and  Trademarks.  Subsequent  to the  execution  of this
     Agreement  and prior to the Closing  Date,  AOL and Sun shall  negotiate in
     good faith and enter into a written trademark license,  which shall include
     reasonable  and customary  terms,  including  appropriate  quality  control
     provisions,  pursuant to which AOL shall license to Sun on a  royalty-free,
     non-sublicensable  basis effective as of the Closing Date: (a) the right to
     use the Netscape Communicator  trademark in connection with the Third-Party
     Communicator  Client and related sales and marketing  materials,  and shall
     license to Sun the right to use successors or  replacements of the Netscape
     Communicator  trademark in  connection  with the  Third-Party  Communicator
     Client and related sales and marketing materials,  provided the Third-Party
     Communicator  Client meets the requirements for branding with such mark(s);
     (b) the right to use the Netscape  trademarks that Netscape  currently uses
     as the titles for the Existing  Netscape  Software in  connection  with the
     collaborative marketing and sales of the Existing Netscape Clients pursuant
     to this Agreement;  and (c) such other  trademarks,  if any, as AOL and Sun
     may mutually  agree.  Such  trademarks  shall be licensed to Sun  following
     expiration or termination of this Agreement  subject to reasonable  quality
     control  requirements  and a  reasonable  transition  period (not to exceed
     fifteen  (15)  months) and plan which shall be set forth in the  definitive
     trademark  license.  Such  trademark  license  shall  also  provide  for  a
     trademark  license  from  AOL  to  Sun to  use  the  Netscape  Communicator
     trademark,  and such other trademarks,  if any, as AOL and Sun may mutually
     agree, for any software  developed by Sun pursuant to Section 3.10, subject
     to such  software  meeting  AOL's  reasonable  quality  control  and  other
     transition  requirements  for such  branding  and subject to a phase-out of
     Sun's use of such  trademarks  in  connection  with such  products  after a
     reasonable transition period (not to exceed fifteen (15) months).

     12.3 Branding of Collaborative Software. The branding for the Collaborative
     Software shall be determined by mutual  agreement of the Lead Executive and
     Deputy Lead  Executive for  marketing and sales,  and each party shall have
     the right to use such  marks in  connection  with the  Product  Suites  and
     related sales and marketing  materials  during the term of this  Agreement.
     Following any expiration or termination of this Agreement, Sun shall retain
     ownership  of  any  trademark  by  which  the  entire  Product  Suites  are
     identified,  subject to transition or phase-out terms permitting  continued
     use by AOL for a reasonable  transition  period (not to exceed fifteen (15)
     months),  which terms and conditions  shall be negotiated in good faith and
     embodied in a written trademark license agreement. Following any expiration
     or  termination  of  the  Agreement,  Sun  and  AOL  shall  each  have  the
     non-exclusive  right to use any  titles  by which  the  individual  Network
     Application  and Server  Products  in the Product  Suites  were  identified
     during  the  term of  this  Agreement,  provided  that  AOL  and Sun  shall
     differentiate  their  uses  of  such  marks  following  any  expiration  or
     termination  of this  Agreement by always using any such mark in connection
     with a name or trademark  prominently  identifying AOL or Sun as the source
     of such  goods or  services  (for  example,  AOL  Commerce  Server  and Sun
     Commerce Server).

13.0 Employee Incentives.

     13.1 economic  incentives  for their  respective  employees  engaged in the
     Collaborative Development Activity and collaborative marketing and sales is
     essential  to its success and shall  create and operate an  Incentive  Plan
     ("Incentive Plan") for all employees engaged full-time in the Collaborative
     Development  Activity or in collaborative  marketing and sales.  Each party
     shall bear its own expenses in  connection  with its  respective  Incentive
     Plans.  Compensation for the  collaborative  marketing and sales force will
     consist of base salary with an additional commission/incentive opportunity,
     and the commission  incentive plan will (i) represent a significant part of
     each   individual's   total   annual   compensation   (base   salary   plus
     commission/incentive  plan) and (ii)  support the  metrics  included in the
     Marketing and Sales Plan.  The parties commit to cooperate with one another
     to complete the  Incentive  Plan as soon as  practicable  and  commercially
     reasonable and prior to the Closing.

     13.2  Senior  Managers.  All  senior  managers  and above  shall  receive a
     significant portion of their compensation  through an annual bonus program,
     tied to performance under the  Collaborative  Development Work Plans and/or
     Marketing  and Sales  Plans,  and paid  annually to those  employees  still
     employed by either party as of the date of payment of the bonus.

     13.3  Sales  Representatives.  All sales  representatives  shall  receive a
     significant  portion  of their  compensation  through  an  incentive  bonus
     program tied to meeting objectives under the Marketing and Sales Plans.

     13.4 Pool For All Personnel.  The Lead Executives and Deputy Lead Executive
     from each party,  respectively,  may make  periodic  project and spot bonus
     payments tied to performance under the Collaborative Development Work Plans
     and/or Marketing and Sales Plans, to employees of such party from a pool of
     funds of up to*** of total salaried compensation for all personnel employed
     by such party in such activities.

     13.5 Lead Executives and Deputy Lead  Executives.  At least one-half of the
     total  incentive  compensation by MC for any Lead Executives or Deputy Lead
     Executives  (other  than an  Executive  Officer  of Sun or  AOL,  if a Lead
     Executive  or  Deputy  Lead  Executive  is an  Executive  Officer)  must be
     provided under the IP.

14.0 Termination.

     14.1 Term. This Agreement shall terminate at midnight Pacific Daylight Time
     on the date three (3) years following the Closing Date.

     14.2 Early  Termination.  This  Agreement  assumes the  intended  merger of
     Netscape  and AOL. If the Closing Date does not occur on or before June 30,
     1999,  the parties  agree to negotiate in good faith for a period of thirty
     (30) days thereafter in an effort to agree on alternative  terms to achieve
     as much as possible  the same  effect as this  Agreement  using  solely Sun
     technology,  provided that if the parties fail to agree on such alternative
     terms  within  such  thirty  (30) day  period,  either  party  may elect to
     terminate this Agreement by giving written notice to the other party.

     14.3  Termination  for Breach.  Subject to Section  7.2 of this  Agreement,
     either party may  terminate  this  Agreement  for a material  breach of its
     terms by the other party by giving the other party written  notice at least
     ninety (90) days in advance of such  termination  date,  and the  Agreement
     shall  terminate  on that  date  unless  the  breaching  party has cured or
     corrected  such breach prior to that time,  provided  that such ninety (90)
     day  period  shall be  shortened  to a ten (10)  business  day cure  period
     following  written  notice  in the event of a failure  to pay  amounts  due
     pursuant to this Agreement.  Without  limiting the foregoing,  in the event
     Sun  fails  to pay any  amounts  due to AOL  pursuant  to  this  Agreement,
     including  without  limitation  minimum  fees or revenues  provided  for in
     Sections 4.1.5, 4.5 and 9.8.2, and fails to cure such breach within the ten
     (10) business day cure period provided for in this Section,  AOL shall have
     the right,  exercisable upon written notice to Sun, without limiting any of
     AOL's  other  rights or  remedies,  to  terminate  this  Agreement  and all
     licenses  granted to Sun by AOL,  including all licenses  granted to Sun by
     AOL  pursuant to Sections  9.3, 9.6 and 12 (in which event Sun will have no
     license  rights  pursuant to Section  14.7.1 or 14.7.2).  In the event of a
     termination of this  Agreement and all licenses  granted to Sun by AOL as a
     result of Sun's  failure to pay any minimum  fees and  revenues in a timely
     manner,  Sun's obligation to pay all minimum fees and revenues provided for
     in Sections  4.1.5,  4.5 and 9.8.2 shall be  accelerated  so as to make all
     such fees and  revenues  be due and  payable  immediately.  Notwithstanding
     anything to the  contrary  set forth in this  Agreement,  AOL shall have no
     right to terminate the licenses  granted to Sun by AOL pursuant to Sections
     9.3,  9.6 and 12,  except for a failure by Sun to pay any fees and revenues
     due  pursuant  to this  Agreement  and a failure  to cure such  breach in a
     timely manner as provided in this Section 14.3.

     14.4 Limitation on AOL Right To Terminate Licenses. Except in the event Sun
     fails  to pay the fees  payable  under  Sections  4.1.5,  4.5 and  9.8.2 as
     required in Section 8 (the "Specified Payment Obligations"), AOL shall have
     no right  whatsoever to terminate or reduce Sun's license  rights set forth
     in  Sections  9.4,  9.6.1,   9.6.2,  12.2,  12.3,  14.7.1  or  14.7.2  (the
     "Licenses")  on  the  basis  of  any  alleged  breach  by Sun of any of its
     obligations pursuant to this Agreement or for any other reasons,  except to
     the extent permitted pursuant to a final,  non-appealable judgment obtained
     from a court of competent  jurisdiction in litigation  between AOL and Sun.
     Notwithstanding  anything to the contrary set forth in this  Agreement,  in
     the event AOL believes  that Sun has breached  any  obligations  under this
     Agreement, other than the Specified Payment Obligations,  AOL shall have no
     right to terminate or reduce such  licenses,  even if AOL has terminated or
     purported to terminate this Agreement,  and AOL's sole and exclusive remedy
     shall be to litigate the dispute,  provided that nothing  contained  herein
     shall be deemed to limit AOL's right to enforce the  limitations  set forth
     in this Agreement on the scope or duration of such  licenses.  Sun shall be
     entitled to injunctive  relief to prevent AOL from  terminating or limiting
     such licenses in any way other than as expressly allowed in this Section.

     14.5 Termination on a Change in Control. During the term of this Agreement,
     if either party is acquired or if any third-party acquires effective voting
     control of either party,  such party shall promptly  notify the other party
     in writing,  and the other party may terminate this Agreement effective six
     (6) months after receipt of such notice;  provided  that if Sun  terminates
     this  Agreement  pursuant to this  Section  14.4,  it shall be obligated to
     continue to pay all then  remaining  minimum  payments  and fees that would
     have  been due if this  Agreement  had  expired  on the  date set  forth in
     Section 14.1, when and as such minimum payments and fees would otherwise be
     payable pursuant to this Agreement.

     14.6 AOL Post  Termination  License  Rights.  Following  any  expiration or
     termination  of this  Agreement,  AOL shall be free to further  develop and
     enhance the  Designated  Collaborative  Software for its own account in all
     respects,  shall  be  entitled  to full  ownership  of any  AOL  separately
     developed  code  based  on or  derived  from the  Designated  Collaborative
     Software,   including  without  limitation  any  AOL  separately  developed
     modifications  and  enhancements to the Designated  Collaborative  Software
     (such as, by way of example,  the Third Party  Communicator  Client and AOL
     Distributed  Communicator Client),  shall have no duty to account to or pay
     Sun with respect to any use or exploitation of the Designated Collaborative
     Software,  and shall not be subject to any limitations on field of use with
     respect to the Designated Collaborative Software.  Following any expiration
     or termination of this  Agreement,  AOL shall have no rights of any kind to
     any software  developed  by Sun,  which does not  constitute  Collaborative
     Software or Designated Collaborative Software.

     14.7 Sun Post Termination License Rights.

        14.7.1 Designated  Products.  As  used  in  this  Agreement, "Designated
               Products" means (a) any network  applications and server software
               included  in the  Product  Suites or  marketed  and sold  through
               Collaborative  Marketing  and Sales  Activities  pursuant  to the
               Marketing  and  Sales  Plan at any time  during  the term of this
               Agreement, and (b) the Designated Collaborative Software.  Except
               as provided in Section 14.3, Sun and Sun International B.V. shall
               be granted  effective  upon  expiration  or  termination  of this
               Agreement a Software License to the Designated Products and shall
               be free following any expiration or termination of this Agreement
               to further develop and enhance any Designated  Products for their
               own  respective  accounts in all  respects,  shall be entitled to
               full ownership of any Sun and Sun International  B.V.  separately
               developed code based on or derived from the Designated  Products,
               including  without   limitation  any  Sun  separately   developed
               modifications and enhancements to the Designated Products,  shall
               have no duty to account to or pay AOL with  respect to any use or
               exploitation of the Designated Products, and shall not be subject
               to any limitations on field of use with respect to the Designated
               Products  (including  without  limitation  those  limitations set
               forth in Sections 6.3, 6.6 and 6.7 of this  Agreement),  provided
               that (a) AOL may elect to require that, within one hundred eighty
               (180)  days  following  any  expiration  or  termination  of this
               Agreement, Sun cease to distribute and remove from any Designated
               Products and derivative works thereafter  marketed or distributed
               by  Sun  and  Sun  International  B.V.  any or  all  AOL  Service
               Components,  as specified  by AOL, and (b) such license  shall be
               subject to any contractual  restrictions  with  third-parties for
               the duration of such contractual restrictions.

        14.7.2 Third Party Communicator  Client and AOL Distributed Communicator
               Client.   Following  any   expiration  or   termination  of  this
               Agreement,  Sun  shall  have no  rights  of any kind to the Third
               Party  Communicator  Client or the AOL  Distributed  Communicator
               Client or any software developed by AOL which does not constitute
               Designated Software,  other than a limited source code license to
               retain and use such  software  solely for the support of existing
               customers as of such expiration or termination.

        14.7.3 Delivery. Promptly  following  expiration or  termination of this
               Agreement, AOL shall deliver to Sun a copy of all source code and
               binary code comprising the Designated  Products to the extent Sun
               does not already have such code in its possession.

     14.8 Purchase of Sun Products and Services Post-Termination.

        14.8.1 EC2 Products and Services.  For seven years after the  expiration
               or  termination of this Agreement for any reason other than (a) a
               termination by Sun arising from a material breach by AOL or (b) a
               termination  pursuant to Section 14.2 resulting from a failure of
               the Closing  Date to occur,  AOL will be entitled to purchase Sun
               ***

        14.8.2 Other Products and Services. For seven years after the expiration
               or  termination of this Agreement for any reason other than (a) a
               termination by Sun arising from a material breach by AOL or (b) a
               termination  pursuant to Section 14.2 resulting from a failure of
               the Closing Date to occur, AOL will be entitled to purchase ***

     14.9 Post  Termination  Limitations.  For a period of eighteen  (18) months
     following any  termination  or expiration of this  Agreement  (other than a
     termination  arising from a material breach by the other party), each party
     agrees to continue to market and  distribute the Network  Applications  and
     Server Software in a manner  generally  consistent with the manner in which
     such Network Applications and Server Software were marketed and distributed
     by such party during the term of this Agreement,  and each party agrees not
     to sell or dispose of all or substantially  all of its respective rights in
     such software  during such  eighteen (18) month period,  provided that this
     Section shall not be deemed to limit or prohibit  either party from selling
     or disposing of such rights in  connection  with a merger or sale of assets
     in which a third party acquires or succeeds to all or substantially  all of
     such party's assets, including such rights.

15.0 General Representations and Warranties.

     15.1 AOL  Representations  and  Warranties.  AOL  warrants,  covenants  and
     represents to Sun that:

        15.1.1 AOL has the full  corporate  right,  power and authority to enter
               into  this  Agreement  and to  perform  the acts  required  of it
               pursuant to this Agreement;

        15.1.2 the execution of this Agreement and the performance by AOL of its
               obligations and duties under this Agreement shall not violate any
               agreement  to which  AOL is a party or the  rights  of any  other
               party; and

        15.1.3 AOL is not  relying  on nor does  Sun  make any  representations,
               warranties  or  agreements  not  expressly  provided  for in this
               Agreement.

     15.2 Sun  Representations  and  Warranties.  Sun  warrants,  covenants  and
     represents to AOL that:

        15.2.1 Sun has the full  corporate  right,  power and authority to enter
               into this Agreement, to perform the acts required of it;

        15.2.2 the execution of this Agreement and the performance by Sun of its
               obligations and duties under this Agreement shall not violate any
               agreement  to which  Sun is a party or the  rights  of any  other
               party; and

        15.2.3 Sun is not  relying  on nor does  AOL  make any  representations,
               warranties  or  agreements  not  expressly  provided  for in this
               Agreement; and

16.0 No Proprietary  Rights Indemnity.  Neither AOL nor Sun makes any warranties
with respect to noninfringement and expressly disclaim all implied warranties of
title and against infringement. Neither AOL nor Sun shall have any obligation to
defend or indemnify the other against any third party claims of  infringement or
misappropriation  of any  proprietary  rights  in any  materials  or  technology
provided by either party to the other or developed pursuant to this Agreement.

17.0 Other Remedies Cumulative. Except where otherwise specified, the rights and
remedies  granted to a party under this Agreement are cumulative and in addition
to, and not in lieu of, any other rights or remedies which the party may possess
at law or in equity,  including,  without  limitation,  rights or remedies under
applicable patent, copyright,  trade secret or proprietary rights laws, rules or
regulations.

18.0 Audit Rights.  AOL and Sun agree to allow mutually  acceptable  independent
CPA auditors, which auditors shall not be compensated on a contingency basis and
shall be bound to keep all  information  confidential  except  as  necessary  to
disclose  discrepancies  to the  other  party,  to audit  and  analyze  relevant
accounting  records  of each other to ensure  compliance  with all terms of this
Agreement.  Any such audit  shall be  permitted  within  thirty (30) days of one
party's  receipt  from the other of a written  request to audit,  during  normal
business  hours, at a time mutually agreed upon. The cost of such an audit shall
be borne by the  requesting  party unless a material  discrepancy  is found,  in
which  case  the  cost of the  audit  shall  be  borne  by the  other  party.  A
discrepancy  shall be deemed  material if it involves a payment or adjustment of
more than five percent (5%) of the amount  actually due from the paying party in
any given quarter.  Audits shall occur no more frequently than once per calendar
year and shall not  interfere  unreasonably  with the audited  party's  business
activities  and shall be  conducted  in the audited  party's  facilities  during
normal  business  hours on  reasonable  notice.  An audit may cover any  period;
provided  that:  (i) the period has not been  previously  audited;  and (ii) the
period  under  audit is within a three year  period  immediately  preceding  the
commencement  of the audit. A party shall  promptly  reimburse the other for the
amount of any  discrepancy  arising out of such audit which  indicates that such
party  is  owed  amounts  hereunder  as  well  as the  costs  of the  audit,  if
applicable, as provided above.

19.0 Limitation Of Liability; Exclusion of Damages; Disclaimer of Warranties.

     19.1  Exclusion  of  Damages.   NEITHER  PARTY  HERETO  SHALL,   UNDER  ANY
     CIRCUMSTANCES,  BE  LIABLE  TO THE  OTHER  FOR  CONSEQUENTIAL,  INCIDENTAL,
     SPECIAL OR EXEMPLARY  DAMAGES,  EVEN IF APPRISED OF THE  LIKELIHOOD OF SUCH
     DAMAGES OCCURRING.

     19.2 Limitation of Liability.  UNDER NO CIRCUMSTANCES  SHALL EITHER PARTY'S
     TOTAL  LIABILITY OF ALL KINDS  ARISING OUT OF OR RELATED TO THIS  AGREEMENT
     REGARDLESS  OF THE FORUM AND  REGARDLESS  OF WHETHER ANY ACTION OR CLAIM IS
     BASED IN CONTRACT,  TORT  NEGLIGENCE  OR  OTHERWISE,  EXCEED THE SUM OF (a)
     FIFTY MILLION DOLLARS; PLUS (b) ALL AGGREGATE AMOUNTS PAID BY SUCH PARTY TO
     THE OTHER FOLLOWING  NOTIFICATION TO THE OTHER PARTY OF AN ALLEGED MATERIAL
     BREACH GIVING RISE TO AN ALLEGED RIGHT OF TERMINATION.

     19.3 Exceptions. THE EXCLUSIONS OF DAMAGES AND LIMITATIONS OF LIABILITY SET
     FORTH IN  SECTIONS  19.1 AND 19.2 SHALL NOT  OPERATE  TO LIMIT (a)  AMOUNTS
     ACTUALLY DUE AND PAYABLE  PURSUANT TO THE EXPRESS TERMS OF THIS  AGREEMENT,
     OR (b)  AMOUNTS  OTHERWISE  RECOVERABLE  BY ONE PARTY  FROM THE OTHER IN AN
     ACTION AT LAW OR IN EQUITY ARISING FROM THE OTHER PARTY'S  INFRINGEMENT  OR
     MISAPPROPRIATION  OF  ANY  PATENTS,  COPYRIGHTS,  TRADE  SECRETS  OR  OTHER
     PROPRIETARY  RIGHTS DURING OR AFTER THE TERM OF THIS  AGREEMENT,  INCLUDING
     WITHOUT LIMITATION INFRINGEMENT OR MISAPPROPRIATION CLAIMS ARISING FROM THE
     OTHER PARTY'S BREACH OF THIS AGREEMENT.

     19.4 Disclaimer of Warranties.  NEITHER SUN NOR AOL MAKES ANY WARRANTIES TO
     THE OTHER  WITH  RESPECT  TO THE  OPERATION  OR  PERFORMANCE  OF ANY OF THE
     SOFTWARE  DEVELOPED  OR LICENSED BY EITHER  PARTY TO THE OTHER  PURSUANT TO
     THIS AGREEMENT,  AND SUN AND AOL EACH HEREBY DISCLAIMS ALL SUCH WARRANTIES,
     EXPRESS OR IMPLIED,  INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

20.0 Miscellaneous Provisions

     20.1  Notices.  Any  notice,  consent,  approval,  request,  authorization,
     direction or other  communication  under this Agreement  ("Notice") that is
     required to be given in writing will be deemed to have been  delivered  and
     given for all purposes  (i) on the delivery  date if delivered by confirmed
     facsimile;  (ii) on the delivery date if delivered  personally to the party
     to whom the same is directed;  (iii) one business day after  deposit with a
     commercial overnight carrier, with written verification of receipt; or (iv)
     five  business  days  after  the  mailing  date,  whether  or not  actually
     received,  if sent by U.S.  mail,  return  receipt  requested,  postage and
     charges  prepaid,  or any other  means of rapid mail  delivery  for which a
     receipt is  available.  In the case of AOL, such notice will also be deemed
     to have been  delivered  and given for all purposes on the delivery date if
     delivered by  electronic  mail from an AOL.com  email  address via the U.S.
     America  Online brand  service to screenname  "AOLNotice@AOL.com."  Notices
     shall be addressed as follows:

                                     To Sun:

                                     In the case of Sun, such notice will be 
                                     provided to both:

                                      Chief Strategy Officer
                                      Sun Microsystems, Inc.
                                      901 San Antonio Road
                                      MS CUP-01
                                      Palo Alto, California 94033
                                      
                                      And

                                      Vice President and General Counsel
                                      Sun Software and Technology
                                      901 San Antonio Road
                                      MS CUP-01
                                      Palo Alto, California 94033
                                      
                                     To AOL:

                                     In the case of AOL, such notice will be
                                     provided to both:

                                      Senior Vice President for Business Affairs
                                      America Online, Inc.
                                      22000 AOL Way
                                      Dulles, Virginia 20166
                                      
                                        And

                                      Deputy General Counsel
                                      American Online, Inc.
                                      22000 AOL Way
                                      Dulles, Virginia 20166
                                      
     20.2 Section  365(n) of Bankruptcy  Code.  All rights and licenses  granted
     under or pursuant to this Agreement by Sun to AOL or by AOL to Sun are, and
     shall  otherwise  be deemed to be, for  purposes  of Section  365(n) of the
     United  States  Bankruptcy  Code,  11  U.S.C.  Section  101,  et seq.  (the
     "Bankruptcy  Code"),  licenses  of rights  to  "intellectual  property"  as
     defined under Section  101(56) of the  Bankruptcy  Code.  The parties agree
     that AOL and Sun, as  licensees of such rights and  licenses,  shall retain
     and may fully exercise all of their  respective  rights and elections under
     the  Bankruptcy  Code;  provided such licensee party abides by the terms of
     this Agreement.

     20.3 Due  Diligence.  In  connection  with the  intended  merger of AOL and
     Netscape, AOL and Sun has each conducted certain due diligence with respect
     to Netscape and its products,  services,  business and technology. At Sun's
     request,  AOL has made  available to Sun certain  information  and analysis
     learned or developed by AOL in the course of its due diligence. Neither Sun
     nor AOL makes any  representations  or  warranties  to the other  regarding
     Netscape or any aspect of its business,  products,  services or technology,
     and  Sun and AOL  each  understands,  acknowledges  and  agrees  that it is
     responsible for conducting whatever due diligence it may desire to conduct.
     Neither AOL nor Sun makes any  representations  or  warranties to the other
     regarding  the  accuracy  of any  materials  provided  to  either  party by
     Netscape or the accuracy of any analysis or conclusions  which either party
     may have made based on any such  information  provided  by  Netscape or the
     accuracy of any such information,  materials, analysis or conclusions which
     AOL and Sun may have provided to the other party.

     20.4  Employees.  Each party shall be responsible  for paying all salaries,
     wages,  employee  benefits  and  associated  expenses  for  which  its  own
     employees are eligible under such party's employment policies,  any legally
     required benefits or insurance,  any taxes or governmental  charges payable
     or subject to withholding in connection  with the employment of such party,
     and any  expenses  associated  with such  employees  activities  under this
     Agreement.  Each party shall have  exclusive  supervision  and control with
     respect  to its  own  respective  employees  and  shall  have no  right  to
     supervise, control, discipline,  terminate or reassign any employees of the
     other party.  In the event that either  party makes a  reasonable  and good
     faith  determination  that  an  employee  of the  other  party  working  on
     Collaborative  Development Activities or Collaborative  Marketing and Sales
     Activities  lacks requisite  skills or experience,  does not work well with
     other project team  members,  or is otherwise  unsatisfactory,  the parties
     will consult with one another in good faith regarding whether such employee
     should be replaced,  provided that the final determination as to whether to
     retain,  reassign or  terminate  any  employee  shall be made solely by the
     party employing such individual.

     20.5 Non-Exclusivity.  Sun and AOL agree except for any express obligations
     of AOL and Sun as set forth in this Agreement, nothing in this Agreement is
     intended or shall be  construed  to prohibit or restrict  either AOL or Sun
     from developing or acquiring products or services similar to or competitive
     with products or services of the other party.

     20.6 Waiver.  The waiver by either party of a breach of or a default  under
     any provision of this Agreement,  shall not be construed as a waiver of any
     subsequent breach of the same or any other provision of the Agreement,  nor
     shall any delay or  omission  on the part of either  party to  exercise  or
     avail  itself  of any  right or  remedy  that it has or may have  hereunder
     operate as a waiver of any right or remedy.  Except as  expressly  provided
     herein to the contrary,  no amendment or  modification  of any provision of
     this  Agreement  shall be effective  unless in writing and signed by a duly
     authorized signatory of Sun and AOL.

     20.7  Costs  and  Expenses.  Except  as  expressly  provided  herein to the
     contrary,  each  party  shall be  responsible  for its costs  and  expenses
     incurred in connection with the negotiation and execution of this Agreement
     and its performance hereunder.

     20.8 No Partnership. No agency,  partnership,  joint venture, or employment
     is created as a result of this  Agreement  and neither AOL nor AOL's agents
     shall have any authority of any kind to bind Sun in any respect whatsoever,
     nor shall Sun or Sun's agents have any authority of any kind to bind AOL.

     20.9 Headings. The captions and section and paragraph headings used in this
     Agreement  are  inserted  for  convenience  only and shall not  affect  the
     meaning or interpretation of this Agreement.

     20.10  Attorneys'  Fees.  If any party to this  Agreement  brings an action
     against  the other party to enforce its rights  under this  Agreement,  the
     prevailing  party  shall be  entitled  to recover  its costs and  expenses,
     including  without  limitation,  attorneys'  fees  and  costs  incurred  in
     connection with such action, including any appeal of such action.

     20.11  Severability.  If the  application of any provision or provisions of
     this Agreement to any particular facts of circumstances shall be held to be
     invalid or unenforceable by any court of competent jurisdiction,  then: (i)
     the validity and  enforceability of such provision or provisions as applied
     to any other particular  facts or  circumstances  and the validity of other
     provisions of this  Agreement  shall not in any way be affected or impaired
     thereby,  and (ii) such provision or provisions  shall be reformed  without
     further  action by the parties  hereto and only to the extent  necessary to
     make such  provision or provisions  valid and  enforceable  when applied to
     such particular facts and circumstances.

     20.12 Entire Agreement.  This Agreement,  including the attachments hereto,
     constitute the entire agreement between the parties  concerning the subject
     matter hereof and supersedes all proposals or prior agreements whether oral
     or written,  and all  communications  between  the parties  relating to the
     subject  matter  of this  Agreement  and all past  courses  of  dealing  or
     industry custom.

     20.13 No  Presumptions.  No  presumption  shall arise in  interpreting  the
     provisions  of this  Agreement by virtue of the role a party or its counsel
     played in drafting this Agreement or any provision hereof.

     20.14  Assignment  and  Sublicenses.  This Agreement may not be assigned by
     either party without the prior written  consent of the other party,  except
     that subject to the provisions of Section 14.4 of this Agreement permitting
     termination  of  this  Agreement  by  either  party  in  the  event  of  an
     acquisition or change of control of the other party during the term of this
     Agreement: (a) either party shall have the right, without the other party's
     consent, to assign this Agreement and its rights and obligations thereunder
     to any  successor  of such party by way of merger or  consolidation  or the
     acquisition of substantially  all or a material portion of the business and
     assets of the assigning  party  relating to this  Agreement or the licenses
     granted  pursuant to the  definitive  Agreement  (a  "Successor");  and (b)
     either party shall have the right,  without the other party's consent,  and
     without limiting any of its other rights under the licenses,  to sublicense
     any and all licenses  granted  pursuant to this Agreement to any Successor.
     These rights shall be retained  provided that such Successor or sublicensee
     shall  expressly  assume  all of the  obligations  and  liabilities  of the
     assigning  or  sublicensing  party  to the  other  party  relating  to such
     definitive agreement or licenses.

     20.15  Applicable  Law. This Agreement shall be governed by the laws of the
     State of California.

21.0  Definitions.  As used in this  Agreement,  the  following  terms  have the
indicated meanings:

     21.1 AOL EC  Service  Opportunities  are sales  opportunities  to sell to a
     specific business opportunity within a commercial customer,  including both
     new commerce startup companies and major established companies,  looking to
     establish  EC2  relationships  with AOL,  where the essence of the sale and
     relationship  with AOL is the  provision  of EC2 services  (including,  for
     example, providing Netcenter services,  Netcenter offerings and/or consumer
     traffic)  and  the  sale  of  the  Product   Suites  is  secondary  to  the
     transaction.

     21.2 AOL Distributed  Communicator  Client or AOL Distributed  Communicator
     Client shall have the meaning specified in Section 2.1.

     21.3 AOL  Service  Components  are  software,  services  or linkages to AOL
     Service Offerings, such as, without limitation,***, built-in software links
     to AOL default home page, etc.

     21.4 AOL Service Offerings means AOL service offerings  providing customers
     with content,  electronic commerce,  communication and other services, such
     as, without limitation,  service portions of AOL services such***,  default
     home page,***, remote dial-up access, AOL calendar, etc.

     21.5  Associated  Services  means with respect to any software or hardware,
     any support, maintenance,  training,  installation,  and other professional
     services  associated  with the  applicable  software  or  hardware  and any
     development  and  customization  services  associated  with the  applicable
     software.

     21.6 Client Software means the New Browser,  the OEM  Communicator  Client,
     the Third Party  Communicator  Client and the AOL Distributed  Communicator
     Client.

     21.7 Closing  Date means the date on which the  intended  merger of AOL and
     Odyssey closes in accordance  with the Agreement and Plan of Merger between
     AOL and Odyssey.

     21.8 Collaborative  Development Activity means all activities  contemplated
     under this Agreement to be conducted under  Collaborative  Development Work
     Plans relating to the development of certain software  packages  comprising
     those   components  of  the  Product   Suites  that  are  to  be  developed
     collaboratively by the parties.

     21.9 Collaborative  Development Work Plans shall have the meaning specified
     in Section 5.3.5.

     21.10  Collaborative  Marketing  and Sales  Activity  means all  activities
     contemplated  under this Agreement  related to collaborative  marketing and
     sales of the Product Suites,  including all activities  under the Marketing
     and Sales Plans.

     21.11   Collaborative   Software  means  all  software   developed  through
     Collaborative  Development  Activity,  including without limitation the OEM
     Communicator  Client, the Third Party Communicator  Client, the New Browser
     and the Network  Application and Server  Software.  Collaborative  Software
     does not include the Netcenter,  the AOL Distributed  Communicator  Client,
     the AOL Service Components,  the AOL Service Offerings,  or the Sun Systems
     Platform.  Collaborative  Software  does not include the Existing  Netscape
     Software  except to the extent  that such  Existing  Netscape  Software  is
     modified or enhanced through Collaborative Development Activity to create a
     derivative work based on such Existing Netscape Software.

     21.12 Designated  Collaborative  Software means the Collaborative  Software
     other than the Third Party Communicator Client.

     21.13  Designated  Products  shall have the  meaning  specified  in Section
     14.7.1.

     21.14 Deputy Lead Executives for collaborative  development  activity shall
     have the meaning specified in Section 5.3.

     21.15 Deputy Lead Executive for collaborative  marketing and sales activity
     shall have the meaning specified in Section 5.4.

     21.16 EC2shall have the meaning specified in Section 1.0.

     21.17 Executive  Representative shall have the meaning specified in Section
     5.1.

     21.18  Existing  Netscape  Software  means all  Netscape  client and server
     software  (including without limitation  development tools, tests and other
     development  components)  in  existence  as of the  Closing  Date,  and any
     maintenance upgrades and new releases of such software,  if any, which were
     already in progress at  Netscape,  provided  such  upgrades or releases are
     completed  and  either  scheduled  to be  commercially  released  by AOL or
     actually  released by AOL within a period of three (3) months following the
     Closing  Date.  Existing  Netscape  Software  does not include any software
     developed pursuant to Collaborative Development Activity contemplated under
     this Agreement and does not include the Third Party Communicator  Client or
     AOL Distributed Communicator Client.

     21.19 Existing Netscape Software Upgrades means all updates, modifications,
     enhancements and new releases of the Existing  Netscape  Software,  if any,
     which AOL elects to develop based on the Existing Netscape Software,  which
     AOL  develops  outside of  Collaborative  Development  Activities  and that
     therefore  do  not  constitute  Collaborative  Software  pursuant  to  this
     Agreement.

     21.20 Gross Margin  means gross  revenues  booked by a party in  connection
     with the sale and or licensing of software and/or Associated  Services less
     (a) such  party's  Cost of  Goods  associated  with  such  software  and/or
     Associated  Services  and (b)  sales  commissions  paid by  such  party  in
     connection  with the sale or licensing of such software  and/or  Associated
     Services.  For purposes of this  definition,  "Cost of Goods"  means,  with
     respect to software, costs of goods calculated in accordance with Generally
     Accepted Accounting Principles.  For purposes of this definition,  "Cost of
     Goods"  means,  with respect to  Associated  Services,  all  personnel  and
     associated costs of providing such services,  calculated in accordance with
     generally accepted accounting principles.

     21.21 Java Platform means the Java Virtual Machine and, with respect to any
     particular level or implementation  of Java technology,  such as, by way of
     example,  the Java  Development  Kit or Personal  Java,  those Java classes
     required in the Sun  specification  for such level or implementation of the
     Java Platform technology.

     21.22 JRE shall have the meaning specified in Section 3.6.

     21.23 Lead Executives for collaborative  development shall have the meaning
     specified in Section 5.3.

     21.24 Lead Executive for  collaborative  marketing and sales shall have the
     meaning specified in Section 5.4.

     21.25 Marketing and Sales Plan shall have the meaning  specified in Section
     5.4.1.

     21.26 MC shall have the meaning specified in Section 5.3.1.

     21.27 Minimum Commitment shall have the meaning specified in Section 4.5.

     21.28 New Browser shall have the meaning specified in Section 2.4.

     21.29 Netcenter  means the web site(s)  operated and branded by Netscape as
     it may change  from time to time,  but which  currently  includes  web site
     hosting,  search engine capabilities,  free email, and a variety of content
     channels  covering  sports,  finance,  entertainment  and other  topics and
     service offerings.

     21.30 OEM Communicator  Client shall have the meaning  specified in Section
     2.3.

     21.31  Product  Suites means suites of products and services  assembled and
     marketed  pursuant to the Marketing  and Sales Plan,  which may include the
     Third Party  Communicator  Client,  the OEM  Communicator  Client,  the New
     Browser,  the  Network  Application  and  Server  Software,  and any  other
     software  assembled and marketed  pursuant to the Marketing and Sales Plan,
     as well as communication  services,  directory services,  commerce servers,
     application servers,  electronic mail, electronic  collaboration  software,
     web servers, proxy servers and other related software.

     21.32  Release  means,  with  respect to any  software  product,  the first
     commercially   released   version  of  such  product  and  any   subsequent
     commercially released versions of such product incorporating modifications,
     updates, enhancements, corrections, patches and/or improvements.

     21.33 SDK shall have the meaning specified in Section 2.4.

     21.34 SE shall have the meaning specified in Section 5.4.2.

     21.35  Software  License  means a  non-exclusive,  irrevocable,  perpetual,
     worldwide,  royalty-free  license,  which (except as otherwise specified in
     this Agreement)  survives  termination of this Agreement,  to use,  modify,
     publish, reproduce,  distribute, transmit, display and perform, through any
     and all methods and technologies now known or hereafter invented, in source
     or  binary  form,  in whole or in part,  alone or with  other  software  or
     technology  including the right to sublicense such rights through  multiple
     tiers of distribution and being subject only to the provisions specifically
     contained  in this  Agreement  on  license  fees  during  the  term of this
     Agreement  and  permitted  fields of use  during and after the term of this
     Agreement, as applicable.

     21.36  Systems  Platform  means those  platforms  comprising  software  and
     hardware  on which the Product  Suites  operate,  whether  Sun's or a third
     party's and shall include, as applicable,  Microsoft windows NT, HP-UX, IBM
     AIX and Linux in addition to Sun's software and hardware.

     21.37 Third Party  Communicator  Client shall have the meaning specified in
     Section 2.2.

     21.38 TLDA means the Technology License and Distribution  Agreement entered
     into between Sun and AOL concurrently herewith.

     21.39 Sun Systems Platform means the Sun software and Sun hardware on which
     the Product Suites operate.

IN WITNESS  WHEREOF,  the parties have executed this Strategic  Development and
Marketing Agreement this 23rd day of November, 1998.

AMERICA ONLINE, INC.

By:/s/David M. Colburn 
David M. Colburn
Senior Vice President, Business Affairs

SUN MICROSYSTEMS, INC.

By:/s/William J. Raduchel 
William J. Raduchel
Chief Strategy Officer