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                                                                   EXHIBIT 10.41

                                                               EXECUTION VERSION

                                  CONFIDENTIAL
     IP TELEPHONY SERVICES DISTRIBUTION AND INTERACTIVE MARKETING AGREEMENT

         This IP Telephony Services Distribution and Interactive Marketing
Agreement (this "Agreement"), dated as of November 19, 1999 (the "Effective
Date"), is between AOL, Inc., a Delaware corporation, with offices at 22000 AOL
Way, Dulles, Virginia 20166 ("AOL"), and Net2Phone, Inc. ("N2P"), a Delaware
corporation, with offices at 171 Main Street, Hackensack, NJ 07601. AOL and N2P
may be referred to individually as a "Party" and collectively as the "Parties."

                                  INTRODUCTION

         AOL is a provider of online communication services, including the AIM
Service. N2P is a provider of various IP Telephony services. The Parties wish
for N2P to develop and provide to AOL a customized version of certain N2P
Services that can be distributed through the AIM Service so as to enable AIM
Members to send and receive free, or low cost, Internet-enabled telephony
communications. This relationship is further described below and is subject to
the terms and conditions set forth in this Agreement. Defined terms used but not
defined in the body of the Agreement shall have the meanings ascribed to such
terms in Exhibit A hereto.

                                      TERMS

1.       AIM IP TELEPHONY SERVICES GENERALLY

1.1               Description of AIM IP Telephony Services. The N2P Services to
                  be offered collectively as the customized AIM IP Telephony
                  Services shall be comprised of the following:

                           1.1.1. PC-to-Fax Service. A PC-to-fax calling service
                  whereby AIM Members may send faxes from their PCs to a
                  facsimile machine of a third party.

                           1.1.2 Fax-to-PC Service. A fax-to-PC calling service
                  whereby AIM Members may receive faxes through their PCs from a
                  facsimile machine of a third party.

                           1.1.3. PC-to-Phone Service. A PC-to-telephone calling
                  service, which shall allow any AIM Member to originate a voice
                  conversation on an Internet-enabled PC (through use of the AOL
                  IP Telephony Software as distributed through the AIM Service
                  in accordance with the terms of this Agreement) and terminate
                  such conversation on a telephone located virtually anywhere in
                  the world (the "PC-to-Phone Service").

                           1.1.4. Phone-to-PC Service. A telephone-to-PC calling
                  service, which shall allow any AIM Member to originate a voice
                  conversation from a telephone and terminate such voice
                  conversation on an Internet-enabled PC (through use of the AOL
                  IP Telephony Software as distributed through the AIM Service
                  in accordance with the terms of this Agreement) (the
                  "Phone-to-PC Service"). Such calls shall be initiated by any
                  such AIM Member by dialing a local and/or toll-free N2P access
                  number (i.e., a local POP) and entering any such AIM Member's
                  account number and PIN, and then the number of the receiving
                  party. The Phone-to-PC Service generally shall enable
                  telephone conversations with any AIM Member online even if
                  such AIM Member is also using his or her only telephone line
                  for online access.

                           1.1.5. Phone-to-Phone Calling Card Service. A
                  telephone-to-telephone calling card service using IP
                  Telephony, which shall allow any AIM Member to call a third
                  party


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                  by dialing a local and/or toll-free N2P access number (i.e.,
                  local POP) and entering the AIM Member's account number and
                  PIN, and then dialing the phone number of the person whom such
                  AIM Member is calling (the "PTP Calling Card Service"). The
                  PTP Calling Card Service shall use the AIM Card (as defined in
                  Section 4.3). For the avoidance of doubt, the Parties
                  acknowledge that the PTP Calling Card Service shall include
                  fax-to-fax service.

                           1.1.6. Conference Calling Service. A conference
                  calling service, which shall allow conference calls initiated
                  from a combination of phones and/or Internet-enabled PCs (the
                  "Conference Calling Service").

                           1.1.7. Fax-to-Fax Service. A fax-to-fax service using
                  IP Telephony which shall allow any AIM Member to fax a third
                  party by dialing a local and/or toll-free N2P access number
                  (i.e., local POP) and entering the AIM Member's account number
                  and PIN, and then dialing the fax number of the person to whom
                  such AIM Member is sending a fax, which uses the AIM Card,
                  pursuant to Section 1.1.5.

                           1.1.8. Optional Services.

                                    (a) AOL shall provide N2P with a [****] with
                           respect to the provision of the following additional
                           services as additional AIM IP Telephony Services:
                           [****] the AIM Client or the Worldwide Web; (iv)
                           [****] (the [****] aforementioned services,
                           collectively, the "Optional Services" and each, an
                           "Optional Service"). [****]

                                    (b) At any point during the Term, AOL shall
                           have the option, but not the obligation, in AOL's
                           sole discretion to include the PC-to-PC Service as
                           part of the AIM IP Telephony Services. In such event,
                           AOL agrees that N2P shall provide such PC-to-PC
                           service, and such PC-to-PC Service shall constitute
                           an additional Core Premium Service, according to the
                           terms and conditions set forth in this Agreement
                           pursuant to such Core Premium Services.
                            Such PC to PC Service shall be provided to AIM
                           Members without a per minute or other similar charge.

                                    (c) In addition to the foregoing, if during
                           Year One or Year Two AOL develops and implements
                           third party AIM talk functionality into a directory
                           for AIM Members within the AIM Service, and such
                           directory is fully-owned or controlled by AOL and
                           does not link to any third party site (excluding any
                           third party data source), and AOL elects, in its sole
                           discretion, to include IP Telephony Services in such
                           directory (the "Click to Talk Service"), then N2P
                           shall provide such Click To Talk Service, and such
                           Click To Talk Service shall constitute an additional
                           Core Premium Service, according to the terms and
                           conditions set forth in this Agreement, at no charge
                           to AOL or AIM Members.

                                    (d) Notwithstanding the foregoing, the
                           provision of such PC to PC Service or any other Core
                           Premium Service by N2P shall not be designed to
                           compromise the [****].

         N2P acknowledges, for the avoidance of doubt, that the right to access
         the AIM IP Telephony Services initially [****] to AIM Members, provided
         that N2P reserves the right [****] consistent with its obligations
         under Sections 3.1 and 3.3. In addition to the foregoing services, N2P
         shall (i) provide APIs, or SDKs, as the case may be, and (ii) to the
         extent commercially reasonable (a) provide connection for AOL to N2P's
         local equipment and (b) assist finding space for AOL and its Affiliates
         to locate equipment along with or near N2P's local equipment to enable
         AOL and its partners to link into aspects or features of the AOL IP
         Telephony System to provide related services (e.g., voice messaging);
         provided, however, that any such arrangement shall be subject


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         to the mutual agreement of the Parties as to the reasonable terms and
         conditions for such arrangement.

         1.2      Performance. Each Party shall cause all aspects of the AIM IP
                  Telephony Services within its control, including customer
                  service and billing, network coverage and performance and
                  fraud detection, to comply in all material respects with the
                  applicable standards set forth on Exhibits B, C and D.

         1.3      Launch Cutoff

                           1.3.1 Cutoff Dates. N2P shall cause (i) the PTP
                  Calling Card Service to be fully prepared for launch on the
                  AIM Service within [****] following the Effective Date; and
                  (ii) each of the Secondary AIM IP Telephony Services to be
                  fully prepared for launch on the AIM Service by the respective
                  cutoff dates therefor set forth on Exhibit I to this Agreement
                  (each such date in clauses (i) and (ii) above, a "Cutoff
                  Date," and collectively, the "Cutoff Dates"). If any Core
                  Premium Service is not fully prepared for launch by the
                  applicable Cutoff Date in any particular country, AOL shall
                  have the right to terminate the exclusivity (as set forth in
                  Section 9 of this Agreement) with respect to such Core Premium
                  Service in that country, and thereby enter into an agreement
                  with any third party (including a N2P Competitor) with respect
                  to such Core Premium Service in such country(s); provided,
                  however, that in the event any such Core Premium Service is
                  not fully prepared for launch by the applicable Cutoff Date in
                  the United States, then AOL shall have the right to terminate
                  the exclusivity worldwide (as set forth in Section 9 of this
                  Agreement) with respect to such Core Premium Service(s) that
                  is or are not fully prepared for launch by the applicable
                  Cutoff Date , and thereby enter into an agreement with any
                  third party (including a N2P Competitor) with respect to such
                  Core Premium Service(s).

                           1.3.2 AOL Assistance. To the extent that it shall be
                  reasonably necessary for AOL to undertake any activities
                  within AOL's reasonable control (including providing
                  information or materials) reasonably requested by N2P in order
                  to enable N2P to fulfill its development and deployment
                  obligations and meet any Cutoff Date, AOL shall undertake any
                  such activities in a timely manner.

                           1.3.3 Excusable Delays. Each applicable Cutoff Date
                  and N2P's obligation to provide the Core Premium Services
                  thereafter (together with any rights of AOL related thereto,
                  including, without limitation, any right to terminate this
                  Agreement or any exclusivity hereunder) shall be deemed
                  extended, subject to the remainder of this Section 1.3.3, to
                  the extent (and only for the duration in which): (i) AOL fails
                  to undertake the reasonably requested and reasonably necessary
                  activities described in Section 1.3.2 with respect to any Core
                  Premium Service, and N2P has provided AOL with reasonable
                  informal notice (e.g., by e-mail message to the AOL Technical
                  Liaison or through discussion at the quarterly meetings
                  described in Section 2.8) of such failure and of its causal
                  effect on N2P's ability to meet any such Cutoff Date (an "AOL
                  Delay"); (ii) there is (or is reasonably expected to be) a
                  U.S. or other regulation which would prevent N2P from offering
                  a Core Premium Service (or which such regulation would make it
                  commercially unreasonable for N2P to offer any such Core
                  Premium Service (in such country)) (collectively, a
                  "Regulatory Event"); or (iii) any other Force Majeure Event
                  occurs. The Parties, through the Management Committee, shall
                  determine in good faith the period by which the Cutoff Date is
                  to be extended (or any other obligations or criteria that are
                  to be affected), if at all, by any of the events described in
                  this Section 1.3.3; provided, however, that, unless otherwise
                  agreed by the Parties, the extension of any Cutoff Date
                  resulting from any Regulatory Event or Force Majeure Event
                  shall not exceed [****] in the aggregate. In the event that a
                  Regulatory Event or Force Majeure Event affects N2P
                  Competitors generally with respect to the provision of the PTP
                  Calling Card Service, then AOL shall discuss with N2P in good
                  faith extending the Cutoff Date beyond such [****] period. For
                  the avoidance of doubt, any extension of a Cutoff Date


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                  due to an AOL Delay shall be as mutually agreed upon in
                  writing by the Parties.

         1.4      Launch Dates. The Parties shall record the date on which each
                  AIM IP Telephony Service is launched (each such date, a
                  "Launch Date") in a written instrument signed by both Parties
                  promptly following any such Launch Date; provided, however,
                  that in the event that the Parties cannot agree as to the
                  definitive Launch Date with respect to a particular AIM IP
                  Telephony Service, the Parties shall submit such Dispute to
                  the dispute resolution provisions set forth in Section 17 of
                  this Agreement.

2.       DEVELOPMENT OBLIGATIONS

         2.1      Initial Version. The initial version of each of the AIM IP
                  Telephony Services shall be developed by N2P, by customizing
                  each of the existing N2P Services as set forth in Sections
                  1.1.1 through 1.1.7 to conform to the product specifications
                  set forth in Exhibit B to this Agreement (collectively,
                  together with such modifications thereto or any such
                  additional specifications as may be agreed to in writing by
                  the Parties after the Effective Date, the "Specifications").
                  As part of such customization, the N2P Services shall be
                  developed to function in an integrated manner with the
                  operation of the AIM Client to the extent set forth in the
                  Specifications or elsewhere in this Agreement (including, but
                  not limited to, the provision of SDKs to AOL in connection
                  with Section 10.1.2). Without limiting the foregoing,
                  throughout the Term, N2P shall support on the AIM Service
                  (i.e., through integration of voice over IP ("VOIP")
                  applications) any AOL or third party communications platform
                  that AOL reasonably requests (i.e., considering the time
                  necessary for N2P to deliver and the technological
                  capabilities of N2P or its contractors) from N2P and/or adopts
                  for the AIM Service, including unified messaging, voice
                  messaging, audio, video, etc. (the "Platform Support").
                  [****]. N2P shall cooperate with AOL in documenting and
                  perfecting all of AOL's rights with respect to such
                  development, including executing any necessary assignments,
                  applications or documentation with respect to such
                  development. Such Platform Support shall include, without
                  limitation, providing AOL with APIs, SDKs, or other necessary
                  tool kits to Seamlessly Integrate the AIM IP Telephony
                  Service(s) into such other AOL platforms and/or communications
                  functionality as designated by AOL, and shall not constitute
                  an Additional AOL Modification pursuant to Section 2.3 below.
                  Notwithstanding the foregoing, in the event that N2P fails to
                  provide AOL with such Platform Support as set forth in this
                  Section 2.1, then N2P shall provide AOL with any and all
                  functionality necessary for AOL (or its contractors) to
                  perform such Platform Support, in accordance with the Limited
                  Source Code License set forth in Section 10.2.2.

                  To the extent that any material conflict exists between (i)
                  Exhibit B to this Agreement and (ii) the provisions of the
                  principal body of this Agreement, the principal body of this
                  Agreement (i.e., Sections 1 through 18 hereof) shall govern.

         2.2      Updates.

                           2.2.1 Notification of Updates. If, during the Term,
                  N2P develops any Update of any N2P Service that is generally
                  commercially available to users of the N2P Services, N2P
                  shall, in each such case, (i) promptly notify AOL of such
                  Update and (ii) promptly (i.e., in the shortest commercially
                  reasonable time period) include such Update (provided that
                  such Update complies with the Specifications or the terms of
                  this Agreement) in the applicable AIM IP Telephony Service.

                           2.2.2 No Notification Required. N2P shall not be
                  obligated to notify AOL of or to provide to AOL any
                  modification, improvement, addition, deletion, feature or
                  functionality


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                  of the N2P Services provided by N2P to another customer if
                  such modification, improvement, addition, deletion, feature or
                  functionality is subject to contractual restrictions that
                  would prohibit N2P from providing it to AOL hereunder. For the
                  avoidance of doubt, the Parties acknowledge that N2P shall not
                  be required to notify AOL of or provide to AOL any
                  modification, improvement, addition, deletion, feature or
                  functionality of any Optional Service, Expanded Service or
                  other IP Telephony Service (apart from any Core Premium
                  Service) unless the Parties have agreed to the provision by
                  N2P to AIM Members of any such service pursuant to the terms
                  of this Agreement.

                           2.2.3 Disagreement. In the event of any disagreement
                  between the Parties regarding the provision by N2P of any such
                  Updates to AOL (e.g., as to whether any such Update is
                  generally commercially available, the length of the time
                  period in which any such Update is to be implemented, etc.),
                  such disagreement shall be submitted to the Management
                  Committee pursuant to Section 17 of this Agreement.

         2.3      Additional AOL Modifications.

                           2.3.1 Definition. AOL may in its discretion, from
                  time to time during the Initial Term, request that N2P, to the
                  extent commercially reasonable, (i) add new functionality or
                  features to any AIM IP Telephony Service(s), (ii) modify
                  elements related to the AOL GUI (but not elements of the AOL
                  GUI itself), and/or (iii) modify the AIM IP Telephony Services
                  in connection with modifications of the AIM Client and AIM
                  Service (which modifications shall be subject to Section 2.7
                  and which modifications AOL estimates will occur at least
                  twice a year), (each of (i), (ii) and (iii) above, an
                  "Additional AOL Modification"). The Parties agree that any
                  features, functionality, additions, deletions or other
                  modifications necessary to be carried out by N2P in order for
                  N2P to comply with its obligations under Section 3 of this
                  Agreement (collectively, the "Necessary Modifications") shall
                  not constitute Additional AOL Modifications and that [****].

                           2.3.2 Request for Non-Substantial Modification. In
                  the event that AOL requests Additional AOL Modifications that
                  N2P reasonably believes would not involve (i) a substantial
                  cost or expense to N2P (i.e., [****] in the aggregate during
                  any Year of this Agreement) or (ii) a substantial commitment
                  of N2P personnel, N2P shall develop the Additional AOL
                  Modifications in cooperation with AOL on a schedule to be
                  mutually agreed upon by the Parties. Each Party shall allocate
                  development resources on a high priority basis to complete
                  such Additional AOL Modifications in accordance with such
                  schedule.
                  [****].

                           2.3.3 Request for Substantial Modification. In the
                  event that AOL requests an Additional AOL Modification that
                  N2P reasonably believes would involve a substantial cost or
                  expense to N2P, or a substantial commitment of N2P personnel,
                  the Parties shall negotiate in good faith regarding the
                  request for such Additional AOL Modification, including,
                  without limitation, the appropriate schedule for development
                  and deployment, rights to the results of the development,
                  interoperability requirements, and the relevant business terms
                  (e.g., amount of any payments for the development, the revenue
                  model for the features or functions, etc.). If and when the
                  Parties reach agreement on the terms and conditions for such
                  Additional AOL Modification, N2P shall develop the Additional
                  AOL Modification in cooperation with AOL, and each Party shall
                  allocate development resources on a high priority basis to
                  complete such Additional AOL Modification in accordance with
                  such schedule.

                           2.3.4 Commissioned Works. Notwithstanding the
                  foregoing, in the event that the Parties are unable to agree
                  as to the development or deployment of any Additional AOL
                  Modification in accordance with Section 2.3.3, AOL shall have
                  the right during the Initial


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                  Term to require N2P to assist AOL in securing a mutually
                  agreed-upon third party to develop any such Additional AOL
                  Modifications for AOL; provided, however, that either N2P or
                  (at AOL's option) AOL may perform such development. In the
                  event that a third party is secured to perform such
                  development, N2P will use commercially reasonable efforts to
                  assist such third party in performing such development. Any
                  development by any such third parties shall not be considered
                  the responsibility of N2P, and such third parties shall not be
                  considered contractors of N2P. To the extent that portions of
                  such Additional AOL Modifications (including intellectual
                  property rights therein) are developed by N2P specifically for
                  AOL pursuant to this Section 2.3.4, such portions shall be
                  considered "Commissioned Works," but "Commissioned Works"
                  shall exclude, any software, modules, routines or subroutines,
                  documentation or other materials, and any methods, processes,
                  techniques or inventions, that were (i) developed by or for
                  N2P prior to such development for AOL or (ii) developed
                  independently by or for N2P (i.e., independent of the
                  development carried out for AOL under this Section 2.3.4 by
                  N2P). To the extent that (a) N2P develops any Commissioned
                  Works pursuant to this Section 2.3.4 without requiring that
                  AOL pay for such Commissioned Works (in cash or such other
                  consideration as may be agreed to by the Parties), then N2P
                  shall own all right, title and interest in and to such
                  Commissioned Works (provided, however, that in such case, AOL
                  shall have a fully paid-up, [****], non-exclusive,
                  non-transferable and worldwide license for the Term to use,
                  reproduce, directly and indirectly distribute, transmit,
                  display, perform, sublicense and adapt such Commissioned
                  Works), (b) [****] for any such Commissioned Works pursuant to
                  this Section 2.3.4, then AOL shall own all right, title and
                  interest in and to such Commissioned Works, and (c) the
                  Parties so agree, the Parties shall co-own all right, title
                  and interest in and to such Commissioned Works, which shall be
                  treated as Joint Work Product for purposes of this Agreement.
                  Each Party shall cooperate with the other Party in documenting
                  and perfecting all rights with respect to the Commissioned
                  Works, including executing any necessary assignments,
                  applications or other documentation with respect to the
                  Commissioned Works.

                           2.3.5 Disagreement. In the event that the Parties
                  disagree as to the development or deployment of any Additional
                  AOL Modification, including any disagreement as to the terms
                  and conditions for the development or deployment thereof, the
                  Parties shall submit such Dispute to the Management Committee
                  in accordance with the terms of Section 17 of this Agreement.

         2.4      Expansion to Cover Other Services and Platforms of AOL.

                           2.4.1 Request by AOL to Encompass Expanded Service
                  Within an AOL Telephony Service. AOL may in its discretion,
                  from time to time during the Initial Term, seek to expand any
                  AIM IP Telephony Service(s) to provide service through any and
                  all platforms and services hereafter offered by AOL or an
                  Affiliate of AOL (other than the AIM Service) (the "Expanded
                  Services"). In such event, AOL may in its discretion request
                  that N2P develop or deploy or assist with the development or
                  deployment of any such Expanded Services. Upon the receipt of
                  any such request, and before any development or deployment of
                  any Expanded Services, the Parties shall negotiate in good
                  faith regarding the request for any such Expanded Services,
                  including, without limitation, with respect to the appropriate
                  schedule for any development and deployment, and the relevant
                  business terms (e.g., the amount of any payments for any
                  development, the revenue model for the Expanded Services,
                  etc.). If and when the Parties reach agreement on the terms
                  and conditions related to the development and deployment of
                  such Expanded Services, each Party shall allocate development
                  and deployment resources on a high priority basis towards the
                  development and deployment of an updated version of the
                  applicable AOL IP Telephony Software to support such Expanded
                  Services in accordance with the terms and conditions agreed
                  upon by the Parties.

                           2.4.2 Failure to Agree. In the event that the Parties
                  disagree as to the development or deployment of any Expanded
                  Service, including any disagreement as to


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                  the terms and conditions for the development or deployment
                  thereof, the Parties shall submit such Dispute to the
                  Management Committee in accordance with the terms of Section
                  17 of this Agreement; provided, however, that in the event
                  that the Management Committee is unable to agree as to the
                  terms and conditions regarding such development and
                  deployment, such Expanded Service shall not constitute an AIM
                  IP Telephony Service for purposes of this Agreement, and N2P
                  shall not have any rights or obligations with respect to such
                  Expanded Service.

                           2.4.3 Agreement. Nonetheless, if the Parties agree to
                  add an Expanded Service to this Agreement, such Expanded
                  Service, for all purposes hereof, shall be considered part of
                  the AIM IP Telephony Services, and all rights and obligations
                  of AOL and N2P hereunder shall apply to such Expanded Service
                  and users of such services shall be considered AIM Members for
                  purposes of this Agreement. For purposes of calculating the
                  Revenue Share and the Revenue Threshold hereunder, any such
                  agreed-upon Expanded Service shall be aggregated with the AIM
                  IP Telephony Services as if only one service existed (unless
                  otherwise agreed upon by the Parties).

                             2.4.4 Migration. Throughout the Term, AOL shall
                  have the right, in its sole discretion, to require N2P,
                  [****], to migrate and/or route any and all voice over IP
                  traffic in connection with the PC-to-PC Service (as
                  applicable), the PC-to-Phone Service, or any and all other
                  Core Premium Services, as applicable, to servers, protocols,
                  or platforms in connection with standards designated by AOL,
                  provided that: (i) such migration shall not affect N2P's right
                  to revenues pursuant to Section 7 of this Agreement; and (ii)
                  the quality of the AIM IP Telephony Services is not materially
                  degraded below generally recognized industry standards
                  accepted by AOL for VOIP services, resulting solely from the
                  fault of AOL in connection with such migration. In such event,
                  N2P shall provide AOL, or any third party designated by AOL,
                  with a peering agreement from the AOL designated server(s) to
                  N2P's network, on terms to be mutually agreed to by the
                  Parties, in connection with any and all such traffic (e.g.,
                  for termination or pass-through purposes). AOL acknowledges
                  that N2P shall not be deemed in breach for its failure to meet
                  its performance obligations set forth in Sections 3.2 and 3.3
                  if such failure is due solely to N2P's compliance with the
                  requirements of this Section 2.4.4.

         2.5      Delivery and Acceptance.

                           2.5.1 Initial Versions. Following the completion of
                  the development and internal testing of each initial version
                  of the Core Premium Services, N2P shall deliver each such
                  initial version to AOL for evaluation and acceptance in
                  accordance with the delivery dates set forth on Exhibit I
                  hereto. AOL shall have thirty (30) days following such
                  delivery by N2P to evaluate whether each such initial version
                  functions in accordance with the Specifications and without
                  any Severity 1 or Severity 2 Problems. If AOL reasonably
                  determines that any such initial version of any Core Premium
                  Service does not function in material conformity with the
                  Specifications and/or without Severity 1 or Severity 2
                  Problems, AOL may reject such version by providing N2P with
                  written notice within such thirty (30) day period specifying
                  in detail the reason for rejection. Any initial version of the
                  Core Premium Services that has not been so rejected within
                  such thirty (30) day period shall be deemed accepted. If AOL
                  rejects any initial version of any Core Premium Service, then
                  following such rejection, N2P shall use commercially
                  reasonable efforts to correct (as promptly as commercially
                  possible but in any case by the applicable Cutoff Date) in all
                  material respects, the deficiencies in such initial version
                  that were specified in AOL's notice of rejection. If the
                  deficiencies specified in any such AOL notice of rejection
                  have not been remedied in all material respects by such Cutoff
                  Date, AOL shall have the right to terminate the exclusivity
                  (as set forth in Section 9 of this Agreement) with respect to
                  such Core Premium Service and thereby enter into an agreement
                  with any third party (including a N2P Competitor) with respect
                  to such Core Premium Service.


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                           2.5.2 Subsequent Versions. Following the completion
                  of the development and internal testing of each subsequent
                  version (i.e., subsequent to the initial version) of any Core
                  Premium Service (or any initial version of any Optional
                  Service, Expanded Service or other IP Telephony service
                  mutually agreed upon by the Parties to be provided by N2P
                  hereunder) (each, a "Subsequent Version"), N2P shall deliver
                  each such Subsequent Version to AOL for evaluation and
                  acceptance. AOL shall have thirty (30) days following such
                  delivery by N2P to evaluate whether such Subsequent Version
                  functions in accordance with the Specifications and without
                  any Severity 1 or Severity 2 Problems. If AOL reasonably
                  determines that any such Subsequent Version does not function
                  in material conformity with the Specifications and without
                  Severity 1 or Severity 2 Problems, AOL may reject such
                  Subsequent Version by providing N2P with written notice within
                  such thirty (30) day period specifying in detail the reason
                  for rejection. Any Subsequent Version that has not been so
                  rejected within such thirty (30) day period shall be deemed
                  accepted.

                           2.5.3 Acceptance Process. The acceptance criteria set
                  forth in Sections 2.5.1 and Section 2.5.2 of this Agreement
                  shall not include as factors the Core AOL Obligations, and AOL
                  shall not withhold any such acceptance due to its failure to
                  comply with the Core AOL Obligations.

         2.6      Assistance from AOL. AOL shall provide N2P with reasonable
                  consultative assistance in connection with the development
                  obligations of N2P as set forth in this Section 2. In
                  addition, during the Term, AOL agrees to notify N2P in advance
                  of any modifications and/or changes to the AIM Service that
                  AOL believes may result in incompatibility between the
                  Parties' respective systems or interruptions in the AIM IP
                  Telephony Services (including without limitation, network
                  configuration changes and system maintenance). The Parties
                  shall work together to resolve any such potential or actual
                  incompatibility, or interruptions, in connection with AOL's
                  implementation of any such change and/or modification.

         2.7      Other Modifications. AOL reserves the right to redesign and/or
                  modify the organization, structure, "look and feel,"
                  navigation, features and other elements of the AIM Client, the
                  AIM Service and the AIM IP Telephony Services (subject to (i)
                  the technical limitations and design requirements of the N2P
                  Services and N2P System (which shall themselves remain subject
                  to the Specifications) and (ii) the requirement that such AIM
                  Service and AIM IP Telephony Services remain in compliance
                  with the terms and conditions of this Agreement. AOL shall
                  provide N2P with reasonable notice of any material proposed
                  redesign and/or modification in advance of developing such
                  redesign or modification, and the Parties shall consult in
                  good faith on how to avoid any adverse effect on the AOL
                  Telephony Services (including, without limitation, any adverse
                  effect on the functionality or performance thereof) as a
                  result of such redesign and/or modification. Such notice shall
                  be sufficiently in advance of the proposed redesign or
                  modification such that the Parties will have a reasonable
                  opportunity to complete the process, and avoid the adverse
                  effect on the AIM IP Telephony Services, as contemplated by
                  this Section 2.7.

         2.8      Meetings. In furtherance of the rights and obligations of the
                  Parties under this Agreement, the Parties shall meet, in
                  person on a quarterly basis (the "Quarterly Meetings") and by
                  telephone on a monthly basis (the "Telephone Meetings"). With
                  respect to the four (4) Quarterly Meetings to take place
                  during each Year of the Initial Term, two (2) such Quarterly
                  Meetings shall take place in Virginia (at AOL headquarters or
                  such other location as mutually agreed upon by the Parties)
                  and the other two (2) such Quarterly Meetings shall take place
                  in the United States (at N2P headquarters or such other
                  location as mutually agreed upon by the Parties). The
                  Quarterly Meetings shall be used to discuss, inter alia,
                  long-term planning, strategic and development issues, and
                  marketplace and performance information regarding the
                  obligations and criteria applicable to the Parties hereunder
                  (including the obligations and criteria under Section


                                       8
<PAGE>   9
                                                               EXECUTION VERSION


                  3), and shall be attended by the Technical Liaisons and
                  appropriate senior development and management personnel. The
                  Parties anticipate that the first such Quarterly Meeting shall
                  occur as promptly as possible following the Effective Date but
                  in no event later than two (2) months following the Effective
                  Date. The Telephone Meetings shall be used to discuss, among
                  other things, the activities and relationship contemplated by
                  this Agreement, including the proposed implementation and/or
                  progress of any Updates or Additional AOL Modifications,
                  changes to the operating standards set forth on Exhibit B,
                  Exhibit C or Exhibit D hereto, AOL Exclusive Offers to be
                  provided during the subsequent quarter, and the redesign or
                  modification of elements of the AIM Service or AIM IP
                  Telephony Services.

         2.9      No Support for AOL Modifications. The Parties acknowledge that
                  any modifications or additions to the AIM IP Telephony
                  Services that are carried out by AOL (or carried out for AOL
                  by a third party not contracted or subcontracted by N2P) shall
                  not affect the determination of whether N2P has met its
                  obligations or the criteria set forth in Sections 1.3 or 3 of
                  this Agreement.

3.       N2P PERFORMANCE

         3.1      Pricing and Terms. [****]

         3.2      Operating Standards.

                  3.2.1 Compliance. During the Term, N2P will cause the AIM IP
                  Telephony Services to comply in all material respects with the
                  standards set forth in each of Exhibit B, Exhibit C and
                  Exhibit D. To the extent standards are not established in
                  Exhibits B, C or D with respect to any aspect of the AIM IP
                  Telephony Services, N2P will use commercially reasonable
                  efforts to provide such aspect at a level of quality,
                  completeness or timeliness which meets or exceeds prevailing
                  standards in the IP Telephony industry. Without limiting the
                  generality of the foregoing, N2P will use commercially
                  reasonable efforts to provide all hardware, software,
                  telecommunications lines and other infrastructure necessary to
                  meet traffic and usage demands on the AIM Service in
                  connection with the offering of the AIM IP Telephony Services.

                  3.2.2    N2P Technical Problem.

                                    (a) Occurrence; Cure Period. In the event of
                  any material technical problem (over which N2P exercises
                  control) affecting the use by AIM Members of any AIM IP
                  Telephony Service and constituting a Severity 1 Problem or
                  Severity 2 Problem (an "N2P Technical Problem"), AOL shall
                  have the right to suspend (i) distribution of such AIM IP
                  Telephony Service, (ii) any of AOL's promotional obligations
                  hereunder related specifically to such AIM IP Telephony
                  Service, and/or (iii) any Listings related specifically to the
                  such AIM IP Telephony Service until such time as N2P corrects
                  such N2P Technical Problem. Prior to suspending any such
                  distribution of any particular AIM IP Telephony Service,
                  related promotional obligations of AOL or related Listings
                  hereunder, AOL shall provide N2P with notice and an
                  opportunity to cure, as provided below, unless, in its
                  reasonable discretion, AOL will be materially and adversely
                  affected in a substantial manner by failing to act immediately
                  or at some subsequent time prior to the completion of the
                  notice and cure period. Any such notice shall be in writing
                  and shall contain a reasonably detailed explanation for AOL's
                  intention to suspend (and, in reasonable detail, the reasons
                  for suspending) access to the particular AIM IP Telephony
                  Service and related promotional obligations and Listings due
                  to the occurrence of the N2P Technical Problem. Upon receipt
                  of such notice, N2P will have at least [****] to cure the
                  applicable N2P Technical Problem to AOL's reasonable
                  satisfaction and, if cured, AOL shall not suspend the affected
                  AIM IP Telephony Service(s) and/or related promotional
                  obligations


                                       9
<PAGE>   10
                                                               EXECUTION VERSION


                  or Listings. AOL will make good faith efforts to facilitate
                  N2P's cure efforts and to extend the cure period as
                  appropriate, so long as AOL, in its reasonable discretion, is
                  not materially adversely affected by any such extension. In
                  the event AOL suspends distribution of any AIM IP Telephony
                  Service, any AOL promotional obligations and/or any Listings
                  due to the occurrence of any such N2P Technical Problem, AOL
                  will notify N2P in writing within [****] of such decision,
                  setting forth in reasonable detail the explanation therefor.

                                    (b) Cure; Resumption of Distribution. When
                  and if the cure to an N2P Technical Problem is demonstrated to
                  AOL's reasonable satisfaction, which satisfaction shall not be
                  unreasonably withheld, AOL shall resume distribution of the
                  affected AIM IP Telephony Service, promotional obligations and
                  Listings as soon as commercially practical; provided, however,
                  that (in addition to any other remedies available to AOL in
                  this Agreement, including, without limitation, in Section 16.6
                  hereof) in the event that N2P shall fail to cure any such N2P
                  Technical Problem within thirty (30) days following notice
                  thereof by AOL to N2P, then AOL shall have the right to
                  terminate the exclusivity (as set forth in Section 9 of this
                  Agreement) with respect to the Core Premium Service(s)
                  affected by such N2P Technical Problem and thereby enter into
                  an agreement with any third party (including any N2P
                  Competitor) to promote (or offer the services of) such third
                  party with respect to such Core Premium Service(s).

         3.3      Competitive Performance Standards. [****]

         3.4      [****] AOL. For the avoidance of doubt, the Parties
                  acknowledge that AOL [****] connection with any modification,
                  addition, deletion, feature or functionality or other
                  improvement required to be provided by N2P in order for N2P to
                  comply with its obligations under Section 3 of this Agreement.

         3.5      N2P Not Responsible for Core AOL Obligations. The Parties
                  acknowledge that the Core AOL Obligations shall not affect the
                  determination as to whether N2P has satisfied the criteria and
                  obligations set forth in Section 3 of this Agreement. The
                  Parties also acknowledge that the determination of whether N2P
                  has satisfied the criteria and obligations set forth in
                  Sections 3.1, 3.2 or 3.3 of this Agreement shall not be
                  affected by features or functionality that N2P offers to AOL
                  and that AOL (a) declines to implement or support or (b)
                  cannot (e.g., due to technological or operational constraints
                  within the control of AOL) reasonably implement or support,
                  provided that (i) in either such case, N2P provides AOL with
                  reasonable prior, informal, written notice (e.g., by e-mail)
                  of the anticipated effects of AOL's not implementing or
                  supporting the features or functions on the AIM IP Telephony
                  Services and (ii) in the case of technological or operational
                  constraints within AOL's control, N2P provides AOL with
                  reasonable prior informal notice of such constraints.

         3.6      Restrictions.

                  3.6.1 N2P will not integrate, or enter into an agreement to
                  integrate into any of the AIM IP Telephony Services or the N2P
                  IP Telephony Software, or in any other products or services
                  developed by or on behalf of N2P, instant messaging protocols,
                  components or other technology that use or access the AIM
                  Service, the AOL Service, or any other AOL-branded product or
                  service (e.g., ICQ, CompuServe) in a manner not expressly
                  authorized by AOL, or that AOL contends in good faith is not
                  expressly authorized, or distribute, market or promote any
                  products or services containing instant messaging protocols or
                  components or other technology that use or accesses the AIM
                  Service, or solicits, encourages or promotes end-users to use
                  or access the AIM Service, in a manner not expressly
                  authorized by AOL or that AOL contends in good faith is not
                  expressly authorized.


                                       10
<PAGE>   11
                                                               EXECUTION VERSION


                  3.6.2 Except as expressly provided herein, N2P shall not have
                  any right to (i) adapt, alter, copy, modify, translate or
                  create derivative works of the AIM Client, or (ii) reverse
                  engineer, decompile, disassemble, or otherwise attempt to
                  reconstruct the source code of, those portions of any AOL
                  software (e.g., the AIM Client) provided to N2P, as
                  applicable. N2P acknowledges that it obtains no intellectual
                  property rights or licenses by this Agreement except for those
                  licenses expressly granted, and that, except as otherwise
                  provided herein, AOL hereby expressly retains all of its
                  rights in and to the AIM Service, the AOL Namespace, the AOL
                  Service, and the AIM Client.

4.       DISTRIBUTION AND PROMOTION

         4.1      Distribution and Promotion Requirements. During the Term,
                  subject to the terms and conditions herein, the Parties agree
                  to the following:

                  4.1.1.   Access to AIM IP Telephony Services. AOL shall
                           distribute the AIM IP Telephony Services through the
                           AIM Service, provided that AOL shall determine in its
                           reasonable discretion (upon consultation with N2P)
                           the manner in which such distribution occurs (e.g.,
                           through the bundling with the AIM Client of the
                           AOL-customized N2P IP Telephony Software, through a
                           "plug-in" of such software, etc., or through
                           distribution of the AIM Client or a separate AIM
                           application which includes certain functionality or
                           services from N2P using the SDK provided to AOL
                           pursuant to Section 10.1.2).

                  4.1.2    Distribution of AOL IP Telephony Software.

                                    (a) PTP Calling Card Service. Promptly upon
                           the acceptance by AOL of the initial version of the
                           PTP Calling Card Service (including any Updates
                           thereto), AOL shall promote and distribute such
                           initial version as part of the AIM Service subject to
                           the remainder of this Section 4.1.2.

                                    (b) Secondary AIM IP Telephony Services.
                           Following the acceptance by AOL of the initial
                           version of any Secondary AIM IP Telephony Service
                           (including any Updates thereto) and subject to the
                           remainder of this Section 4.1.2, AOL shall promote
                           and distribute such accepted Secondary AIM IP
                           Telephony Service as part of the AIM Client and
                           related version of the AIM Service. AOL shall launch
                           (i.e., make generally commercially available) such
                           AIM Client and version of the AIM Service no later
                           than [****]; provided, however, that in the event
                           that AOL shall not have launched the AIM Client and
                           related version of the AIM Service by [****] (as
                           N2P's sole and exclusive remedy hereunder), the
                           Initial Term shall be extended by one day for each
                           day beyond [****] that AOL fails to launch the AIM
                           Client and related version of the AIM Service.
                           Notwithstanding the foregoing, in the event AOL's
                           failure to distribute such accepted Secondary AIM IP
                           Telephony Service(s) by [****] due solely to AOL's
                           inability to integrate N2P's functionality or
                           services using the SDK (without fault of N2P), then
                           AOL shall distribute such AIM IP Telephony Service
                           through bundling the AOL IP Telephony Software with
                           the AIM Client or through integration using the SDK
                           no later than [****], provided that N2P shall have
                           delivered the SDK to AOL in accordance with Section
                           10.1.2.

                                    (c) Subsequent Versions. Following the
                           acceptance by AOL of any Subsequent Version, AOL will
                           distribute such Subsequent Version with the AIM
                           Service within a time period [****] to be determined
                           by AOL in its reasonable discretion (e.g., taking
                           into account such factors as the imminence of the
                           launch of a new version of the AIM Client, etc.),
                           upon consultation with N2P.


                                       11
<PAGE>   12
                                                               EXECUTION VERSION


                  4.1.3    Educational Promotions of AIM IP Telephony Services.
                           Upon the Launch Date of any of the AIM IP Telephony
                           Services, AOL will use good faith efforts, in AOL's
                           sole discretion, to educate AIM Members, through the
                           AIM controlled properties, of how to access and use
                           such AIM IP Telephony Service(s).

                  4.1.4    N2P Listing and Promotion. AOL shall feature, offer
                           and promote the AIM IP Telephony Services prominently
                           in the AIM Service.

                                    (a) In furtherance and as part of the
                           foregoing, the initial implementation of such
                           promotional requirement shall include, where
                           feasible, at AOL's sole discretion, the following
                           (and any future implementation shall be consistent in
                           terms of prominence (e.g., in terms of size,
                           location, appearance and the like) with the
                           following):

                                            (i) Each AIM IP Telephony Service
                           will be "sub-branded" with the name "Net2Phone,"
                           "N2P" or any other N2P Mark designated by N2P,
                           subject to the approval of AOL not to be unreasonably
                           withheld (the "N2P Name"). "Sub-branding" means that
                           each AIM IP Telephony Service will be labeled and
                           marketed with the name [****] or such other AOL name
                           as AOL designates (the "AOL Name"), but that each
                           such AIM IP Telephony Service shall, where feasible
                           and to the extent not inconsistent with the AOL Look
                           and Feel, have a prominent tag line such as [****] or
                           [****] and a N2P Mark. The N2P tag line and Mark (the
                           "Brandings") will be included prominently in (and
                           where feasible, will be placed within reasonable
                           proximity to the AOL brandings in) the (A) areas
                           which provide information regarding the use of and
                           enable AIM Members to launch the AIM IP Telephony
                           Service (collectively, the "Support Area"), (B) other
                           areas within the AIM Service that relate principally
                           to the AIM IP Telephony Services (e.g., [****]), and
                           (C) the AOL IP Telephony Software or areas within the
                           AIM Client that relate principally to an AIM IP
                           Telephony Service (the "Branded Areas").

                                            (ii) The Brandings will also appear
                           prominently in advertising, promotional, public
                           relations and marketing material relating principally
                           to the AIM IP Telephony Services.

                                            (iii) There will be links (evidenced
                           by the AOL Name or a graphical image of a telephone,
                           or such other link as AOL selects) to the
                           PC-originated AIM IP Telephony Services (initially,
                           the PC-to-Phone Service) throughout the AIM Service
                           in areas providing AIM Members with the ability to
                           perform communication functions (e.g., [****])
                           (collectively, the "Links"). The Links will launch
                           the AIM IP Telephony Services.

                                    (b) The name, design and "look and feel" of
                           the Branded Areas, the Brandings and the Links
                           (collectively, the "Listings") will be determined by
                           AOL in its reasonable discretion in consultation with
                           N2P. The Listings will properly convey the
                           functionality of the AIM IP Telephony Services.

                                    (c) AOL generally will provide to N2P
                           branding, marking and promotion that are no less
                           prominent, in terms of size, placement, appearance
                           and the like, than those accorded to [****]. In the
                           event that AOL begins to sell advertising inventory
                           on [****] of the AIM Client, AOL shall provide N2P
                           with an opportunity to bid on the purchase of a
                           placement within such inventory.

                                    (d) Subject to the other requirements of
                           this Section 4.1.4, Section 9.1.1, and the other
                           provisions of this Agreement, the foregoing will not
                           preclude users from linking to another such provider
                           from the AIM Service, provided that the link to such
                           other provider is limited to [****] that is no more
                           prominent than any similar reference to N2P. Nothing
                           in this Agreement shall prevent AOL from offering
                           (whether through buttons, icons or otherwise) an AOL
                           PC-to-PC communication function on the AOL Service or
                           the AIM Service.


                                       12
<PAGE>   13
                                                               EXECUTION VERSION


                  4.1.5    Promotion of AIM Service. N2P shall promote AOL or
                           the AIM Service to its customers and partners, and
                           shall use reasonable efforts to encourage such
                           customers and partners to adopt the AIM Service as an
                           integrated component of the IP Telephony products and
                           services provided to such customers and partners by
                           N2P, as and to the extent set forth in Exhibit E. All
                           promotion of the AIM Service by N2P hereunder,
                           including, without limitation, any and all such
                           promotional materials distributed by or authorized by
                           N2P shall be subject to AOL's prior written consent.
                           AOL shall assist N2P, as reasonably requested by N2P,
                           in such promotional efforts. In addition to the
                           foregoing, all promotion of the N2P Services by AOL
                           hereunder, including, without limitation, any and all
                           such promotional materials distributed by or
                           authorized by AOL shall be subject to N2P's prior
                           written consent.

         4.2      General Conditions to Distribution and Promotional
                  Obligations. Notwithstanding anything contained in this
                  Section 4, AOL shall have no obligation to promote a
                  particular version of the AIM IP Telephony Services, to
                  distribute to AIM Members a particular version of the AIM IP
                  Telephony Services or to provide any Listing therefor to the
                  extent that and for so long as:

                           (i) AOL has received notice (whether written or
                  verbal) of, and reasonably believes, that the reproduction,
                  use or distribution of such version of the AIM IP Telephony
                  Services in accordance with this Agreement infringes or
                  misappropriates the intellectual property rights of any third
                  party, provided that AOL may not promote or offer access to
                  any other similar IP Telephony product unless AOL reasonably
                  believes that it raises a lesser risk of infringement or
                  misappropriation; or

                           (ii) An aspect of any such version of the AIM IP
                  Telephony Service exists, other than an acknowledged security
                  risk that a corporation/user accepts by opening up holes in
                  its firewall to enable use of any such AIM IP Telephony
                  Service (and other than security risks ordinarily associated
                  with Web-based communications products), that could be
                  exploited in a manner that AOL reasonably believes (a) would
                  expose AIM Members to potential efforts to invade their
                  privacy or damage or modify data, software or hardware in an
                  unauthorized manner or (b) would otherwise result in
                  meaningful and serious claims that any such AIM IP Telephony
                  Service presents a security risk to its users, provided that
                  AOL may not promote or offer access to any other similar IP
                  Telephony product unless AOL reasonably believes that it
                  raises a lesser security risk.

         4.3      Exclusive Offers/AIM Member Benefits. N2P shall offer through
                  the AIM Service on a regular and consistent basis (but no less
                  than once per quarter) special offers comparable to those
                  available through Additional N2P Channels (e.g., preferred
                  rates to specific termination points to be offered
                  periodically, raffle or sweepstakes conducted from time to
                  time, etc.), which such special offers shall be exclusively
                  available to AIM Members (the "AOL Exclusive Offers"). Each
                  AOL Exclusive Offer made available by N2P shall provide a
                  substantial member benefit to AIM Members, either by virtue of
                  a meaningful price discount, product enhancement, unique
                  service benefit or other special feature. N2P will provide AOL
                  with reasonable prior notice of AOL Exclusive Offers so that
                  AOL can market the availability of such AOL Exclusive Offers
                  in the manner AOL deems appropriate in its reasonable
                  discretion; provided that AOL shall consult with N2P regarding
                  the marketing of the AOL Exclusive Offers. In addition to the
                  foregoing, the Parties shall create a virtual and/or physical
                  debit card to be used in connection with the AIM IP Telephony
                  Services and/or any other products or services as determined
                  by AOL in its sole discretion (the "AIM Card").

         4.4      Limited Waiver. To the extent that any of N2P's obligations
                  under this Agreement are expressly inconsistent with N2P's
                  obligations to ICQ, Inc. ("ICQ") (pursuant to N2P's July 15,
                  1999 agreement with ICQ, Inc.), CompuServe Interactive
                  Services, Inc. ("CompuServe") (pursuant to CompuServe's
                  agreement with N2P dated as of November 19, 1999) or any other
                  agreement with any other AOL Affiliate existing as of the
                  Effective Date (collectively,


                                       13
<PAGE>   14
                                                               EXECUTION VERSION


                  the "Inconsistent Obligations"), and to the extent that such
                  Inconsistent Obligations may reasonably restrict N2P from
                  materially performing its obligations under this Agreement,
                  then N2P shall provide notice to AOL immediately upon its
                  discovery of such Inconsistent Obligations. Promptly after
                  AOL's receipt of such notice from N2P, AOL and N2P shall work
                  together in good faith to work around or obtain a waiver from
                  ICQ, CompuServe or such other AOL Affiliates of such
                  Inconsistent Obligations. To the extent that the Parties
                  cannot or do not obtain relief in connection with such
                  Inconsistent Obligations, then AOL shall have the option, in
                  its sole discretion, to: (a) waive such inconsistency in this
                  Agreement and instruct N2P to perform all of its obligations
                  under this Agreement and such other agreement(s), including
                  any and all such Inconsistent Obligations; or (b) elect under
                  which of the applicable agreements for N2P to perform such
                  Inconsistent Obligations. Notwithstanding the foregoing,
                  nothing contained in this Section 4.4 shall be construed in
                  any manner whatsoever to provide N2P with an excuse for
                  non-performance under this Agreement, and except as expressly
                  provided herein, AOL reserves any and all of its rights in
                  connection with N2P's failure to perform under this Agreement.

5.       AIM MEMBER REGISTRATION AND INFORMATION

         5.1      Ownership of Assets and Customer Relationships. In addition to
                  the provisions of Section 12.1, AOL shall own all tangible and
                  intangible assets (and all personal and intellectual property)
                  provided by AOL in developing the AIM IP Telephony Services
                  (except as otherwise expressly set forth herein) and the
                  Support Area, including all materials provided by AOL to N2P
                  for the purpose of branding the AIM IP Telephony Service and
                  the Support Area ("AOL Branding Materials"), and the
                  relationship with AIM Members, including, without limitation,
                  all aspects of such relationship specified in this Section 5.
                  AOL shall own any and all rights in the call detail records
                  generated in providing the AIM IP Telephony Services which
                  shall be treated as Confidential Information for purposes of
                  this Agreement (collectively, the "Call Detail Records"). AOL
                  hereby grants N2P a non-exclusive, non-transferable,
                  worldwide, [****] license to use the Call Detail Records only
                  to the extent necessary to provide the AIM IP Telephony
                  Services to be provided by N2P hereunder (including any
                  related planning and development). Such license shall continue
                  through the end of the Term, but shall survive expiration of
                  the Term with respect to the provision by N2P of the PTP
                  Calling Card Service. Without limiting the foregoing, N2P
                  acknowledges and agrees that AOL may, in its sole discretion,
                  promote, distribute and/or use the AIM Card (in accordance
                  with applicable law) as an electronic debit card throughout
                  the Term in connection with any other products and services
                  offered by AOL and/or its partners, in AOL's sole discretion,
                  [****] be mutually agreed upon by the Parties. N2P shall
                  perform any and all reasonably requested development services
                  (i.e., considering available technology, regulatory
                  requirements, and time required) for such use, and [****] in
                  connection with material, incremental development and/or
                  customization required for such use by AOL after the Effective
                  Date, subject to AOL's prior written consent.

         5.2      AIM Member Relationship.

                  5.2.1 Registration Information. In order to use the Surcharged
                  AIM IP Telephony Services, an AIM Member will be required to
                  register for such AIM IP Telephony Services. The Parties shall
                  determine by mutual agreement the terms and conditions of use
                  to be agreed to by such AIM Members (including, without
                  limitation, with respect to any special access codes to be
                  used by such AIM Members in connection with the AIM IP
                  Telephony Services, provided, that neither Party shall
                  unreasonably withhold such agreement with respect to the use
                  of such special access codes), and AOL shall determine both
                  (i) the information to be collected from the AIM Members as
                  part of the registration process (provided that such
                  information shall in any event include information that N2P
                  reasonably requests in connection with the provision of the
                  AIM IP Telephony Services, including, without limitation, any
                  Personal Identification Numbers (PINs) for use by AIM Members
                  in connection with the AIM IP Telephony Services) and (ii) any
                  domain names, unique identifier


                                       14
<PAGE>   15
                                                               EXECUTION VERSION


                  numbers, e-mail addresses and passwords to be assigned and/or
                  used by such AIM Members in connection with such AIM IP
                  Telephony Services. Registration for the AIM IP Telephony
                  Services shall take place at the Support Area or at such other
                  location as may be mutually agreed upon by the Parties. AOL
                  shall use reasonable efforts to build into the end of the
                  registration process for the AIM Service (the "AOL
                  Registration Process") a sub-routine for the registration for
                  the AIM IP Telephony Services. Notwithstanding the foregoing,
                  in the event that any AIM Members shall not have registered
                  for the Surcharged AOL IP Telephone Services prior to
                  attempting to use any such service, AOL shall cause any such
                  AIM Member to register for the Surcharged AIM IP Telephony
                  Services prior to the use thereof. N2P shall determine the
                  pricing for the Core Premium Services and other AIM IP
                  Telephony Services to be provided by N2P hereunder. In
                  addition, N2P shall handle the assignment of applicable phone
                  numbers to AIM Members (using the AIM Member unique identifier
                  number as an identifier and provided that such phone numbers
                  and special access codes (unless otherwise agreed upon in
                  writing by the Parties) shall be different from any phone
                  numbers and access numbers used in connection with any N2P
                  Services), and shall handle the billing and collection of any
                  fees or other amounts to be charged to AIM Members from time
                  to time in connection with the AIM IP Telephony Services
                  (collectively, the "IPT Fees"); provided, however that, unless
                  otherwise expressly consented to in writing by AOL, N2P shall
                  not directly contact or communicate with any AIM Members other
                  than in connection with the billing and collection of the IPT
                  Fees, or in connection with maintenance and customer support
                  for the AIM IP Telephony Services; provided, further, that
                  such communications shall be limited to obtaining billing
                  information, providing pricing information related to the AIM
                  IP Telephony Services and ensuring collection of the IPT Fees
                  or providing maintenance or customer support, and shall not be
                  used by N2P as a platform to sell, market, advertise or
                  promote any products or services other than the AIM IP
                  Telephony Services.

                  5.2.2 Billing Transition. Notwithstanding the foregoing, at
                  any time during the Term and at AOL's sole discretion, AOL
                  shall have the right to assume responsibility for the
                  aforementioned billing and collection obligations with respect
                  to the IPT Fees (collectively, the "Billing Transition");
                  provided, however, that (i) AOL shall give N2P reasonable
                  advance notice of any such Billing Transition; (ii) the
                  Billing Transition shall be subject to agreement of the
                  Parties on arrangements (a) for N2P to receive the same
                  portion of revenue from the AIM IP Telephony Services as it
                  would have received before the Billing Transition (and on
                  procedures to verify the proper payment of such revenue), (b)
                  for handling fraud, and (c) for the handling of the billing
                  for the PTP Calling Card Service after the Initial Term, and
                  (iii) AOL shall be responsible for all costs and out-of-pocket
                  expenses incurred by N2P in connection with such Billing
                  Transition. In the event of such Billing Transition, N2P
                  hereby agrees to provide AOL with reasonable assistance (and
                  to otherwise cooperate with AOL), [****], regarding such
                  Billing Transition, and following such Billing Transition, AOL
                  shall use commercially reasonable efforts to ensure that the
                  billing services comply in all material respects with the
                  standards set forth in Exhibits B and C of this Agreement.

         5.3      AIM Member Information and Solicitation.

                           5.3.1 Ownership of AIM Member Information. AOL shall
                  own any and all information collected from AIM Members in
                  connection with the AIM IP Telephony Services, including,
                  without limitation, information collected during the
                  registration processes for the AIM Service and/or any AIM IP
                  Telephony Service, respectively, and information then or
                  subsequently obtained from any use of the AIM Service and/or
                  any AIM IP Telephony Services, including without limitation
                  [****] (collectively, "User Information"). All User
                  Information shall be deemed Confidential Information of AOL.
                  N2P agrees, both during and after the Term, not to (i) use any
                  User Information for any purpose other than in connection with
                  the operation of the AIM IP Telephony Services or (ii)
                  disclose any such information to any third party without the
                  prior written consent of AOL, which consent may be granted or
                  withheld in AOL's sole and absolute discretion; provided,
                  however, that N2P may disclose


                                       15
<PAGE>   16
                                                               EXECUTION VERSION


                  User Information solely as necessary (and only to the extent
                  necessary) to comply with applicable laws, regulations and
                  government orders or requests; provided, further, that N2P
                  shall use all reasonable efforts to limit any such disclosure
                  to the maximum extent possible and to provide AOL with as much
                  advance written notice of N2P's intended use or disclosure as
                  is practicable. N2P agrees to comply with the AOL Privacy
                  Policy to the same extent as AOL, as such policy exists on the
                  Effective Date (i.e., the AOL Privacy Policy), as the same may
                  be modified by AOL and notified to N2P from time to time. N2P
                  shall not sell, license, rent or otherwise transfer any AIM
                  Member Information or any list of AIM Members for any purpose
                  whatsoever, without AOL's prior written consent.
                  Notwithstanding the foregoing, N2P shall have the right to use
                  User Information to the extent necessary to provide the PTP
                  Calling Card Service to then-existing AIM Member customers
                  following the expiration of the Initial Term, and AOL shall
                  provide N2P with the customer records and other information to
                  the extent necessary for N2P to continue providing the PTP
                  Calling Card Service to such customers for the [****] period
                  immediately following the expiration of the Initial Term,
                  subject to Section 5.3.2 and 5.3.3 of this Agreement and
                  prohibitions, if any, under applicable law.

                           5.3.2 No Competitive Solicitation. [****].

                           5.3.3 No Communication. During the Term and for the
                  [****] period following the expiration or termination of this
                  Agreement (and without limiting any other provision of this
                  Agreement, including Section 5.3.1), N2P agrees not to send
                  any AIM Member any messages or communications on or through
                  the Qualified AIM Services for any commercial purpose, unless
                  N2P has an Independent Business Relationship with such AIM
                  Member. Any commercial e-mail communications (i.e., e-mail
                  communications offering products or services) to AIM Members
                  on or through the AIM Service or the AIM IP Telephony Services
                  which are otherwise permitted hereunder (i.e., permitted as
                  exceptions to general prohibitions included in this Agreement)
                  shall include a prominent and easy means to "opt-out" of
                  receiving any future commercial e-mail communications from
                  N2P. The Parties acknowledge that any incidental (i.e., de
                  minimis) failure by N2P to comply with the terms of this
                  provision shall not be deemed a material breach of this
                  Agreement; provided, however, that N2P shall take appropriate
                  steps to prevent any further failure to comply with the terms
                  of this Section 5.3.3.

6.       TECHNICAL SUPPORT

                  N2P shall provide all frontline technical and customer support
                  to AIM Members as set forth in Exhibit B, including, without
                  limitation, technical and customer support for AIM Members who
                  have problems with, or questions concerning, the installation,
                  use, operation or maintenance of the AIM IP Telephony Service
                  (collectively, the "Frontline Support"). The Parties
                  acknowledge that N2P may provide such Frontline Support using
                  e-mail and/or telephone support, at N2P's option. N2P shall,
                  [****], provide to AOL the back-end support regarding the AIM
                  IP Telephony Service specified on Exhibit D. During the Term,
                  each Party will designate one (1) internal technical contact
                  (each such contact, a "Technical Liaison") and will conduct
                  technical communication activities as may be necessary for the
                  optimization of the integration of the AIM IP Telephony
                  Services into the AIM Service. AOL will use commercially
                  reasonable efforts to provide technical and marketing
                  assistance, including facilitating the maintenance of regular
                  communication channels between relevant personnel, for the
                  purpose of assisting both Parties in abiding by their
                  respective obligations under this Agreement. The initial
                  Technical Liaison for N2P shall be [****], and the initial
                  Technical Liaison for AOL shall be [****], unless otherwise
                  designated from time to time by the Parties. Each Party may
                  change its Technical Liaison from time to time, in its sole
                  discretion. Unless otherwise agreed upon by the Parties, N2P
                  shall not be obligated to provide support for any
                  modifications or


                                       16
<PAGE>   17
                                                               EXECUTION VERSION


                  additions to the AIM IP Telephony Services carried out by AOL
                  (or carried out for AOL by a third party not contracted or
                  subcontracted by or on behalf of N2P); provided, however, that
                  where not required to provide such support pursuant to the
                  terms of this Section 6, N2P shall assist in the support of
                  such work to the extent necessary for either Party to comply
                  with its obligations under this Agreement.


7.       PAYMENT AND REVENUE PROVISIONS

         7.1      Guaranteed Payments; Refund. In partial consideration for
                  [****] marketing of the AIM IP Telephony Services, [****]. In
                  the event of any termination of this Agreement before
                  expiration of the Initial Term in accordance with (i) Section
                  16.2 due to a material breach by AOL of this Agreement, (ii)
                  Section 16.3 due to a Change of Control of AOL by a N2P
                  Competitor or a Parent Company Competitor or (iii) Section
                  16.5 due to the occurrence of a Regulated Entity Event, [****]
                  shall refund to [****] (e.g., if such termination occurs on
                  the [****] anniversary of the Effective Date, and [****] has
                  paid [****] in guaranteed payments as required by the terms of
                  this Agreement, [****] shall refund to [****] of such
                  guaranteed payments, [****]. In the event of any termination
                  of this Agreement before the expiration of the Initial Term in
                  accordance with Section 16.6(i)(c) or Section 16.6(i)(d), then
                  [****] shall refund to [****] of the pro rata portion (based
                  on a [****]) of any guaranteed payments made by [****] prior
                  to the date of such early termination. In partial
                  consideration for such guaranteed payments, [****] shall
                  provide [****] during the Initial Term with promotional
                  placements (on areas of the [****] Service or other Web
                  properties solely controlled by [****], to be determined by in
                  its reasonable discretion as further set forth in Section
                  4.1.4) with a value of [****] in Year [****] (based on amounts
                  for comparable Advertisements set forth on [****] then-current
                  advertising rate card).

         7.2      Net Advertising Revenue for IP Telephony Services.

                           7.2.1 Advertising Sales. AOL shall have the right to
                  license or sell promotions, advertisements, links,
                  sponsorships, pointers or similar services or rights
                  ("Advertisements") through the AOL Service and the AIM
                  Service, subject to AOL's then-applicable advertising
                  policies.

                  7.2.2    Revenue Sharing.

                           (a) Net Advertising Revenue. As partial consideration
                  for its marketing efforts hereunder, [****] shall retain
                  [****] of the Net Advertising Revenue. [****] shall pay
                  [****], within [****] following the end of each quarter during
                  the Term, the remaining [****] of the Net Advertising Revenue
                  that is actually collected by [****] or any Affiliate of AOL
                  (collectively, the "Advertising Revenue Share").

                           (b) Net Button Advertising Revenue. In the event that
                  [****] sells (which such decision to sell shall be in [****]
                  sole discretion) any buttons that appear on the [****] IP
                  Telephony client (the "Special Buttons"), (i) [****] shall
                  receive (1) [****] of the Net Button Advertising Revenue
                  generated from the sale (without N2P participation or support)
                  of any such Special Button or (2) [****] of the Net Button
                  Advertising Revenue generated from the sale (with [****]
                  participation or support) of any such Special Button, and (ii)
                  [****] shall retain the remainder of such Net Button
                  Advertising Revenue (clauses (i) and (ii) above, collectively,
                  the "Net Button Advertising Revenue Share"). Notwithstanding
                  the foregoing, in no event shall the total portion of the Net
                  Button Advertising Revenue received by [****] during the Term
                  exceed [****] (i.e., after the receipt by [****] in Net Button
                  Advertising Revenue, [****] shall retain [****] of such Net
                  Button Advertising Revenue), except as otherwise mutually
                  agreed to by the Parties in writing. In the event that [****]
                  utilizes such


                                       17
<PAGE>   18
                                                               EXECUTION VERSION


                  Special Buttons to promote any [****] or other commercial
                  products or services, [****] shall utilize a portion of such
                  Special Buttons (i.e., at least one such Special Button) to
                  promote the [****] IP Telephony Services.

                  7.2.3 Definition of Net Advertising Revenue. For purposes of
                  this Agreement, "Net Advertising Revenue" shall mean, for any
                  calendar quarter, [****] (or, if no such commissions were
                  incurred, [****] of the gross revenues received by AOL for
                  such Advertisements). If Advertisements in the Designated
                  Advertising Areas are sold or otherwise made available to a
                  party that also purchases or obtains Advertisements through
                  one or more other areas or media of AOL or an Affiliate
                  (collectively, a "Combined Sale"), the revenue from the
                  Combined Sale shall be allocated [****] between such
                  Designated Advertising Areas and such other areas or media
                  (based on list prices for such Designated Advertising Areas
                  and other areas or media). For the avoidance of doubt, [****].

                  7.2.4 Ownership of Advertising. The right of N2P to
                  participate in the Net Advertising Revenue pursuant to the
                  provisions of this Section 7.2 shall in no way create any
                  ownership interest in N2P with respect to AOL advertising
                  inventory. AOL owns all right, title and interest in and to
                  the Advertisements and promotional spaces within the AIM
                  Service, including the Support Area and the AIM Client, and
                  AOL has the sole authority to market and sell such
                  Advertisements; provided, however, that AOL agrees that,
                  during the Initial Term within the Designated Advertising
                  Areas, AOL shall not include any Advertisements for (or sell
                  any advertising inventory to) N2P Competitors with respect to
                  (i) the Core Premium Services (to the extent that N2P enjoys
                  exclusivity with respect thereto under this Agreement) and
                  (ii) any Optional Service(s) or Expanded Service(s) which the
                  Parties mutually agree from time to time shall be exclusive to
                  N2P). Further, AOL shall be responsible for all obligations,
                  liabilities and duties under any and all agreements that AOL
                  has with third parties and otherwise with regard to such
                  Advertisements, including serving such advertisements, subject
                  to Section 15 of this Agreement.

                  7.3      Transaction Revenues Sharing Arrangement.

                  7.3.1 Revenue Threshold. If at any time during each of Years
                  One through Three or the Renewal Term of this Agreement the
                  amount of Transaction Revenues received by N2P during such
                  Year exceeds [****] (for each such Year, the "Revenue
                  Threshold"), then N2P will pay AOL, in partial consideration
                  for AOL's marketing and distribution efforts hereunder,
                  [****]. N2P will pay all of the foregoing amounts within
                  [****] following the end of the Year in which the applicable
                  Transaction Revenues were received. At the end of each such
                  Year, the calculation of Transaction Revenues for purposes of
                  this Section 7.3.1 shall recommence. N2P shall have the right
                  to collect and retain all [****] other than the [****] paid to
                  or retained by AOL. To the extent mutually agreed upon by the
                  Parties in writing in connection with any Billing Transition,
                  AOL shall be responsible (following any such Billing
                  Transition) for calculating the [****] and for paying N2P its
                  portion of such [****] as contemplated by this Section 7.3.1.

                  7.3.2 Revenue Share. The "Revenue Share" shall mean the
                  amounts to be paid to AOL (in each case, determined as a
                  percentage of Incremental Transaction Revenues) set forth on
                  Exhibit H hereto.

                  7.3.3 [****] Users. To the extent that N2P is required to
                  share revenue with [****] (pursuant to agreements in full
                  force and effect on the Effective Date) for transaction
                  revenues generated with respect to the Core Premium Services,
                  any Transaction Revenue received by N2P [****] with respect to
                  the Core Premium Services shall not constitute Transaction
                  Revenues for purposes of this Section.


                                       18
<PAGE>   19
                                                               EXECUTION VERSION


         7.4      No Other Revenue Sharing. Except as expressly provided in this
                  Section 7 and on Exhibit H, neither Party shall be entitled to
                  any revenues derived from, or related to, the activities of
                  the other Party.

         7.5      Alternative Revenue Streams. In the event that N2P receives or
                  desires to receive (directly or indirectly) any compensation
                  in connection with the AIM Service from the sale of any
                  Products other than the AIM IP Telephony Services or as
                  otherwise agreed to by the Parties (an "Alternative Revenue
                  Stream"), N2P will promptly inform AOL in writing, and the
                  Parties will negotiate in good faith regarding whether N2P
                  will be allowed to market the Products producing such
                  Alternative Revenue Stream (the "Alternative Products")
                  through the AIM Service, and if so, the equitable portion of
                  revenues from such Alternative Revenue Stream (if applicable)
                  that will be shared with AOL.

         7.6      Reports and Payments. Each Party (the "Paying Party") shall
                  comply with the following requirements in connection with its
                  payment obligations to the other Party (the "Payee Party")
                  under this Agreement: Within [****] following the end of each
                  payment period, the Paying Party shall provide the Payee Party
                  with a report that contains information detailing the amount
                  payable for such payment period. Such report shall, with
                  reasonable detail, explain the basis upon which such payment
                  has been determined and shall be accompanied by payment in
                  full of all amounts indicated on such report as due for such
                  period. Each such report shall constitute Confidential
                  Information of the Paying Party. Without limiting the
                  generality of the foregoing:

                           7.6.1 Reports on Transaction Revenues. N2P will
                  provide AOL with a report in a mutually agreed-upon format,
                  detailing the following activity in such period (and any other
                  information mutually agreed upon by the Parties as required
                  for measuring Transaction Revenues): [****] AOL will be
                  entitled to use the Sales Reports only in its internal
                  business operations, subject to the terms of this Agreement.
                  The report will also contain information which supports the
                  payment based on Transaction Revenues, including information
                  identifying [****].

                  7.6.2 Reports on Advertising Revenue Share. AOL will provide
                  N2P with a quarterly report in a mutually agreed-upon format,
                  detailing the following in such quarter (and any other
                  information mutually agreed upon by the Parties as required
                  for measuring Advertising Revenues): [****].

         7.7      Late Payments; Wired Payments. All amounts owed hereunder not
                  paid when due and payable will bear interest from the date
                  such amounts are due and payable at the prime rate in effect
                  at such time. All payments required to be paid to AOL
                  hereunder will be paid in immediately available,
                  non-refundable U.S. funds wired to the "America Online"
                  account, Account Number [****]. All payments required to be
                  paid to N2P hereunder will be paid in immediately available,
                  non-refundable U.S. funds wired to an account to be designated
                  by N2P (within thirty (30) days following the Effective Date)
                  in a written notification to AOL.


         7.8      Audit Rights. Each Party (as Paying Party) will maintain
                  complete, clear and accurate records of the information
                  required to determine the amounts of payments made hereunder.
                  For the sole purpose of ensuring compliance with the payment
                  obligations of this Agreement, either Party (as Payee Party)
                  will have the right to request that an independent certified
                  accountant selected by the Parties (and which accountant
                  enters into a confidentiality agreement mutually agreed to by
                  the Parties) conduct (no more than twice per calendar year of
                  this Agreement) a reasonable and necessary inspection of
                  portions of such books and records as are necessary to verify
                  the correctness of the payments made hereunder. Any such audit
                  may be conducted after twenty (20) business days prior written
                  notice to the Paying Party. The Payee Party shall bear the
                  expense of any audit conducted


                                       19
<PAGE>   20
                                                               EXECUTION VERSION


                  pursuant to this Section 7.8 unless such audit shows an error
                  in the Payee Party's favor amounting to a deficiency in excess
                  of [****] of the actual amounts payable to the Payee Party
                  hereunder, in which event the Paying Party shall bear the
                  reasonable costs and expenses incurred in connection with such
                  audit. The Paying Party shall pay the Payee Party the amount
                  of any deficiency discovered by the Payee Party within [****]
                  after receipt of notice thereof from the Payee Party, except
                  to the extent disputed in good faith by the Paying Party.

         7.9      Taxes. Each Party will collect and pay, and indemnify and hold
                  harmless the other Party from, any sales, use, excise, import
                  or export value added or similar tax or duty required to be
                  collected and paid by such Party, including any penalties and
                  interest, as well as any costs associated with the collection
                  or withholding thereof, including attorneys' fees
                  (collectively, the "Taxes").

         7.10     Fraudulent Transactions. To the extent permitted by applicable
                  law, N2P will (i) provide AOL with prompt notice of any
                  fraudulent order (a "Fraudulent Order"), including the date,
                  screen name or e-mail address and amount associated with such
                  order, promptly following N2P obtaining knowledge that the
                  order is, in fact, fraudulent and (ii) as promptly as possible
                  following the occurrence of any such Fraudulent Order (but in
                  no event later than one (1) month after the occurrence
                  thereof), provide AOL with a report regarding any such order
                  and the steps taken by N2P with respect thereto.

         7.11     [****]

8.       STOCK WARRANTS

         Attached hereto as Exhibit G is a form of amended and restated common
         stock warrant to be executed by N2P on behalf of AOL, or, if AOL so
         directs N2P in writing, any parent, subsidiary or affiliate entity of
         AOL). In the event that AOL directs N2P to issue such warrant to such
         other entity, the Parties agree that such entity shall have the right
         to enforce the terms of such warrant against N2P.

9.       EXCLUSIVITY

         9.1      Scope.

                           9.1.1 N2P Exclusivity. Subject to the provisions of
                  Section 1.1.8 (with respect to other AOL or third party PC to
                  PC communications products), and Section 4.14(d), and except
                  to the extent that AOL is expressly relieved of its
                  exclusivity obligations under this Agreement, N2P shall be the
                  exclusive provider of the Core Premium Services on the AIM
                  Service for the period of [****] immediately following the
                  Effective Date (the "N2P Exclusivity"); [****]. Provided that
                  N2P retains exclusivity hereunder with respect to any Core
                  Premium Service, AOL will not promote on the AIM Service any
                  IP Telephony service which is comparable to such Core Premium
                  Service. The Parties hereby acknowledge and agree that the N2P
                  Exclusivity may be terminated with respect to particular AIM
                  IP Telephony Services in accordance with the terms of this
                  Agreement.

                           9.1.2    [****].

         9.2      Optional Services. With respect to all other IP Telephony
                  services not expressly contemplated by this Agreement, [****]
                  with respect to the offering of such additional services
                  through the AIM Service. In the event that the Parties cannot
                  agree, within such time period, to the terms and conditions
                  regarding the provision of any such additional service to AIM
                  Members through the AIM Service, AOL shall have the right to
                  offer such additional service(s) to AIM Members through any
                  third party (including, without limitation, [****].


                                       20
<PAGE>   21
                                                               EXECUTION VERSION


         9.3      Termination of Exclusivity. In the event that [****] is
                  entitled to relief from the [****] as to a particular Core
                  Premium Service and/or country in accordance with the express
                  terms and conditions of this Agreement, then only the [****]
                  with respect to such Core Premium Service and/or country (as
                  the case may be and subject to Section 16 hereof) shall
                  terminate.


         9.4      Exception to Exclusivity. For the avoidance of doubt, the
                  Parties acknowledge that the N2P Exclusivity does not preclude
                  the listing of N2P Competitors or any AOL PC-to-PC
                  communication function in any whites pages, yellow pages or
                  other online search or directory service, subject to Section
                  4.1.4 and Section 7.2.4.

10.      LICENSE FROM N2P

         10.1     Licenses.

                           10.1.1 Software License. Subject to all the terms and
                  conditions of this Agreement, N2P hereby grants to AOL a
                  worldwide, non-exclusive, non-transferable, [****] license for
                  the Term to use, reproduce, distribute directly and
                  indirectly, transmit, display, perform and sublicense (i.e.,
                  grant to end-users the right to use) and adapt the AOL IP
                  Telephony Software, including any and all components (e.g.,
                  APIs, and the reference implementations for the SDK and APIs)
                  contained in the AOL IP Telephony Software necessary to
                  effectuate the provision of the AIM IP Telephony Services to
                  AIM users, and the use by end-users of the AIM IP Telephony
                  Services, in each case, in object code form only (except as
                  provided in Sections 10.1.2 and 10.2) in accordance with the
                  terms of this Agreement. To the extent reasonably requested by
                  AOL, N2P shall deliver the AOL IP Telephony Software
                  electronically to AOL.

                           10.1.2 SDK License. Within thirty (30) days from the
                  Effective Date, N2P shall provide AOL [****] with a software
                  development kit ("SDK"), and updates thereto during the Term,
                  which shall contain such object code (and/or source code, if
                  necessary) and/or other applicable technology, relating to the
                  AOL IP Telephony Software or otherwise, to the extent
                  reasonably necessary for AOL to integrate all of the Core
                  Premium Services within the AIM Client, and perform any and
                  all of its other obligations and exercise its rights under
                  this Agreement. Without limiting the provisions of Section
                  10.1.1, N2P agrees that AOL shall have the right to use, adapt
                  and copy, in any manner whatsoever, the components contained
                  in the SDK provided by N2P (e.g., object code) in connection
                  therewith. Notwithstanding the foregoing, in the event that
                  N2P does not provide AOL with such SDK within [****] of the
                  Effective Date, in addition to any other remedies AOL may
                  have, AOL shall have the right to terminate the exclusivity
                  with respect to all of the Core Premium Services. In addition
                  to the foregoing, AOL shall have the right to request, from
                  time to time during the Term, that N2P provide AOL with
                  additional SDKs which shall contain such source code (as
                  necessary), object code, and/or other applicable technology
                  necessary to allow AOL to integrate any and all additional AIM
                  IP Telephony Services (e.g., the Optional Services, and/or the
                  Expanded Services ) designated by AOL within the AIM Client.
                  In such event, N2P shall provide AOL with such additional
                  SDK(s) as the necessary technology becomes generally available
                  (following such request from AOL, which request shall contain
                  reasonable specificity of the technology needed from N2P by
                  AOL for such integration), and such additional SDK(s), and the
                  technology contained therein, shall be deemed through this
                  reference incorporated within the licenses granted to AOL in
                  this Section 10.1.2 and in Section 10.1.1.

                           10.1.3 Purpose of License. The foregoing license is
                  expressly intended to permit (and limited to permitting) AOL
                  to effectuate all of its rights and conduct all of the
                  business expressly contemplated hereunder, including
                  distributing the AIM IP Telephony Services


                                       21
<PAGE>   22
                                                               EXECUTION VERSION


                  pursuant to the terms and conditions of this Agreement. Except
                  as set forth in this Section 10.1, Sections 10.2 and 12.1 or
                  as otherwise set forth in this Agreement (including, without
                  limitation, with respect to the AOL GUI), AOL acknowledges and
                  agrees that N2P and its licensors retain all rights, title and
                  interest in and to the AOL IP Telephony Software in both
                  object and source code forms, and, except pursuant to the
                  Source Code Escrow Agreement, or as otherwise set forth in
                  this Agreement, AOL shall not have any rights to use such code
                  licensed hereunder following termination of this Agreement
                  without N2P's consent. AOL shall not have any right under any
                  circumstances, or authorize any third party (which, for
                  avoidance of doubt, includes any Affiliate of AOL), to (i)
                  [****] the AOL IP Telephony Software (other than adaptation in
                  accordance with Sections 10.1.1, 10.1.2, or in connection with
                  AOL's integration obligations hereunder, or as otherwise
                  authorized by the Source Code Escrow Agreement or license
                  described in Section 10.2), (ii) [****], or otherwise [****]
                  the source code for or underlying algorithms, processes or
                  methods of the AOL IP Telephony Software that is provided in
                  object code form, or (iii) [****] the AOL IP Telephony
                  Software to any third party (other than as expressly provided
                  in this Agreement). All copies of the AOL IP Telephony
                  Software made hereunder shall include all proprietary notices
                  included on the copy provided by N2P, and AOL shall not
                  remove, deface or obscure or authorize to be removed, defaced
                  or obscured any of N2P's or its licensors' proprietary rights
                  notices on or in the AOL IP Telephony Software or on output
                  generated by the software; provided that the placement of such
                  notices, if any, in the AOL IP Telephony Software that are
                  visible in the user interface of such software shall be
                  subject to AOL's prior written approval, which approval will
                  not be unreasonably withheld. AOL agrees that any and all
                  copies of the AOL IP Telephony Software distributed to third
                  parties shall be pursuant to binding license agreements no
                  less restrictive or protective of N2P's rights than this
                  Section 10.1. AOL agrees that any material violation of this
                  Section 10.1 by AOL that is not cured by AOL within [****]
                  shall constitute a material breach of this Agreement. N2P
                  agrees to provide the AOL IP Telephony Software in object code
                  form (except as set forth in Sections 10.1.1, 10.1.2, 10.2 or
                  otherwise), including all required Documentation, to AOL as
                  and when needed for AOL to exercise its rights under this
                  Agreement. For the avoidance of doubt, the Parties acknowledge
                  that the AOL IP Telephony Software, may not be provided by N2P
                  to any third party.

         10.2     Source Code License and Escrow.

                           10.2.1 Escrow Agreement. N2P and AOL will enter into
                  an escrow agreement (the "Source Code Escrow Agreement"),
                  containing terms and conditions subject to the mutual
                  agreement of the Parties, for the limited use by AOL of the
                  AOL IP Telephony Software in source code form (the "Source
                  Code") solely for the purposes of undertaking any activity
                  which N2P is obligated to perform or undertake hereunder and
                  fails to perform or undertake as required hereunder. The
                  Source Code Escrow Agreement shall provide that AOL shall be
                  entitled to a copy of the Source Code only upon the occurrence
                  of all of the following four (4) events (collectively, the
                  "Release Conditions"): (i) N2P's material breach of its
                  material obligations hereunder to provide, maintain or support
                  the AOL IP Telephony Software, which breach materially
                  adversely affects the AIM IP Telephony Services; (ii) AOL's
                  written notice to N2P detailing such material breach; and
                  (iii) N2P fails to cure such material breach within ninety
                  (90) days of receipt of such notice; or (iv) N2P's failure to
                  provide the SDK to AOL to AOL's reasonable satisfaction,
                  pursuant to Section 10.1.2. The license will not include any
                  right to [****] the Source Code to any third party without
                  N2P's prior written consent, and the Source Code Escrow
                  Agreement will contain provisions, reflective of the
                  sensitivity of the Source Code, to preclude the unauthorized
                  use or disclosure of the Source Code or information derived
                  therefrom. Promptly after execution of this Agreement, and in
                  any event within [****], N2P and AOL shall negotiate and enter
                  into the Source Code Escrow Agreement with Data Securities
                  International or another escrow holder acceptable to each
                  Party. The Source Code Escrow Agreement will contain
                  provisions for N2P to provide AOL with reasonable assistance
                  in understanding and using the Source Code upon occurrence of
                  the Release Conditions.


                                       22
<PAGE>   23
                           10.2.2 Limited Source Code License. To the extent
                  reasonably necessary for AOL to modify, develop, add, delete
                  or use any functionality or features of the AIM IP Telephony
                  Services in connection with the development of any Additional
                  AOL Modifications pursuant to Section 2.3.4, N2P shall provide
                  to AOL APIs or SDKs to the AOL IP Telephony Software so that
                  such Additional Modifications or other obligations under this
                  Agreement (e.g., Section 2.1) (whether developed by N2P, AOL
                  or any third party) can interoperate with (including use of
                  the principal functions of) the AOL IP Telephony Software;
                  provided, however, that, to the extent that such APIs or SDKs
                  are insufficient to enable such interoperability, N2P shall
                  either (i) modify, as promptly as commercially practicable,
                  the APIs or SDKs [****], the AOL IP Telephony Software or the
                  Additional Modifications to enable such interoperability, or
                  (ii) in the event that (a) N2P does not perform the work
                  described in clause (i) of this Section 10.2.2 as promptly as
                  commercially practicable or (b) elects not to perform such
                  work, provide to AOL portions of the Source Code for the AOL
                  IP Telephony Software (and grant a license) necessary to
                  permit AOL to modify the APIs, SDKs, or AOL IP Telephony
                  Software to enable such interoperability. If N2P elects to do
                  the modifications, it shall make the modifications as promptly
                  as is commercially reasonable. AOL's use of the Source Code
                  pursuant to this Section 10.2.2 will not include any right to
                  sublicense, transfer, assign, disclose or distribute the
                  Source Code to any third party without N2P's prior written
                  consent, and will be subject to mutually agreed provisions,
                  reflective of the sensitivity of the Source Code, to preclude
                  the unauthorized use or disclosure of the Source Code or
                  information derived therefrom.

                           10.2.3 Limits on Use. AOL's use of the Source Code
                  shall not exceed the narrow purpose set forth in Section
                  10.2.1 or Section 10.2.2.

         10.3     Trademark License. Subject to the terms and conditions of this
                  Agreement, N2P will be entitled to use the following trade
                  names, trademarks, and service marks of AOL: the "AOL(TM)"
                  trademark and service mark and other trademarks and service
                  marks relating specifically to one or more of the AIM IP
                  Telephony Services, provided that AOL has approved in writing
                  the use of each such other trademarks or service marks
                  (collectively, the "AOL Marks"). Subject to the terms and
                  conditions of this Agreement, AOL will be entitled to use the
                  trademarks and service marks of N2P set forth on Exhibit J
                  hereto and other trademarks and service marks relating
                  specifically to one or more of the N2P IP Telephony Services,
                  provided that N2P has approved in writing the use of such
                  other trademarks or service marks (collectively, the "N2P
                  Marks") (collectively, together with the AOL Marks, the
                  "Marks"); provided that: (i) each Party does not create a
                  unitary composite mark involving a Mark of the other Party
                  without the prior written approval of such other Party; (ii)
                  each Party displays symbols and notices clearly and
                  sufficiently indicating the trademark status and ownership of
                  the other Party's Marks in accordance with applicable
                  trademark law and practice; and (iii) all such uses of the
                  other Party's Marks shall be subject to the quality standards
                  set forth in Section 10.5 of this Agreement, and the granting
                  Party's prior written approval.

         10.4     Ownership of Trademarks. Each Party acknowledges the ownership
                  right of the other Party in the Marks of the other Party and
                  agrees that all use of the other Party's Marks will inure to
                  the benefit, and be on behalf, of the other Party. Each Party
                  acknowledges that its utilization of the other Party's Marks
                  will not create in it, nor will it represent it has, any
                  right, title, or interest in or to such Marks other than the
                  licenses expressly granted herein. Each Party agrees not to do
                  anything contesting or impairing the rights of the other Party
                  in such other Party's Marks.

         10.5     Quality Standards. Each Party agrees that the nature and
                  quality of its products and services supplied in connection
                  with the other Party's Marks will conform to quality standards
                  set by the other Party. Each Party agrees to supply the other
                  Party, upon


                                       23
<PAGE>   24
                  request, with a reasonable number of samples of any materials
                  publicly disseminated by such Party which utilize the other
                  Party's Marks. Each Party will comply with all applicable
                  laws, regulations, and customs and obtain any required
                  government approvals pertaining to use of the other Party's
                  Marks.

         10.6     Infringement Proceedings.

                           10.6.1 Notification. Each Party agrees to promptly
                  notify the other Party of any third party's unauthorized use
                  of the other Party's Marks or other intellectual property
                  rights (including, without limitation, those set forth in
                  Section 12) of which it has actual knowledge. Each Party will
                  have the sole right and discretion to bring proceedings
                  alleging infringement of its Marks and other intellectual
                  property rights; provided, however, that each Party agrees to
                  provide the other Party with its reasonable cooperation and
                  assistance with respect to any such infringement proceedings.

                         10.6.2 Infringement Claims. In addition to the remedies
                  set forth in Sections 16.2 and 16.7 of this Agreement, in the
                  event that during the Initial Term, one (1) or more
                  infringement actions, claims or proceedings are brought
                  against either Party concerning (i) [****] (each, an
                  "Infringement Claim" and collectively, "Infringement Claims"),
                  and such Infringement Claim or Infringement Claims result(s)
                  in the issuance of a preliminary or permanent injunction
                  prohibiting the promotion, distribution or use of [****]
                  during the Initial Term, and which last (with respect to each
                  such service) [****] following the issuance thereof, AOL shall
                  have the following rights and remedies with respect to N2P:

                           (a) AOL may immediately terminate its exclusivity
                  obligations with respect to such preliminarily or permanently
                  enjoined Core Premium Services upon delivery of notice to N2P;
                  and

                           (b) AOL shall be entitled to immediately terminate
                  this Agreement in the event that (a) an injunction or
                  injunctions (whether preliminary or permanent) is or are
                  issued with respect to any Core Premium Service or Core
                  Premium Services, and (b) any such injunction or injunctions
                  lasts or last, in the aggregate, for a period of [****].

11.      PUBLICITY

         11.1     Press Releases. After execution of this Agreement, N2P may
                  issue an initial press release, with terms to be mutually
                  agreed by the Parties, regarding this Agreement and the
                  relationship between the Parties established hereby. The
                  Parties will mutually agree on the appropriate timing of each
                  such release and any other public announcement of the
                  relationship. Each Party agrees that it shall not issue any
                  other press release or make any public announcement regarding
                  this Agreement, including AOL or the AIM IP Telephony
                  Services, without the prior written consent of the other
                  Party; provided, however, that each Party shall be permitted,
                  without the other Party's prior consent, merely to list the
                  other Party's as one of its industry partners and to repeat
                  factual information or statements contained in any mutually
                  agreed-upon press release.

         11.2     Statements to Third Parties. Neither Party shall make,
                  publish, or otherwise communicate, or cause to be made,
                  published, or otherwise communicated, any deleterious remarks
                  whatsoever to any third parties concerning the other Party or
                  its affiliates, directors, officers, employees or agents,
                  including without limitation, the other Party's products,
                  services, business projects, business capabilities,
                  performance of duties and services or financial position.


                                       24
<PAGE>   25
12.      OWNERSHIP

         12.1     AOL Properties. As between the Parties, AOL owns all
                  copyrights, patents, trade secrets, trademarks, trade name
                  rights, other intellectual property rights, and all other
                  right, title and interest, in and to (i) the components of the
                  AIM Client and the AIM Service, and any Updates thereto,
                  including, but not limited to the AOL GUI, that (in each case)
                  are developed or supplied by AOL; (ii) the Commissioned Works
                  (but excluding the Joint Work Product), subject to the rights
                  expressly granted to N2P as set forth in this Agreement; (iii)
                  the AOL Service; (iv) the AOL Marks; and (v) the AOL
                  Namespace. Without limiting the generality of the foregoing,
                  all right, title and interest in and to all servers and
                  server-based technology related to the AIM Service developed
                  or supplied by AOL (including, without limitation, protocols,
                  parameters, designs, specifications and user identification
                  algorithms and technology underlying such algorithms) shall be
                  owned by AOL. Except as expressly authorized in this
                  Agreement, N2P will not access or use in any manner the AOL
                  Namespace or any portion thereof. Without limiting the
                  foregoing, N2P shall not use, substitute or assign aliases in
                  place of names assigned by the AOL Registration Process to
                  users of the AIM IP Telephony Services.

         12.2     N2P Properties. As between the Parties, N2P owns all
                  copyrights, patents, trade secrets, trademarks, trade name
                  rights, other intellectual property rights, and all other
                  right, title and interest, in and to the N2P System, the N2P
                  Services (including, but not limited to, the elements of
                  graphics, design, organization, presentation, layout,
                  navigation and stylistic convention (including the digital
                  implementations thereof) of the graphical user interface
                  generally associated with online areas contained within the
                  N2P System and the N2P Services), the N2P IP Telephony
                  Software, the AOL IP Telephony Software and the AIM IP
                  Telephony Services (including, in each case, Updates thereto)
                  that (in each case) are developed or supplied by N2P (but
                  excluding the AOL GUI, the AOL Look and Feel (and any other
                  AOL Properties set forth in Section 12.1 above) the Joint Work
                  Product and the Commissioned Works), subject to the rights
                  expressly granted to AOL as set forth in this Agreement.
                  Without limiting the generality of the foregoing, all right,
                  title and interest in and to all servers and server-based
                  technology related to the N2P System and the N2P Services
                  developed or supplied by N2P, including, without limitation,
                  protocols, parameters, designs, specifications and user
                  identification algorithms and technology underlying such
                  algorithms, shall be owned by N2P.

         12.3     Co-Development. Any works, including without limitation,
                  software or other copyrightable materials, as to which both
                  Parties (or their employees, contractors or agents) are joint
                  authors, and any patents as to which both Parties (or their
                  employees, contractors, or agents) are co-inventors
                  (collectively, the "Joint Work Product") shall be jointly
                  owned by the Parties (with each Party having the right to use
                  and exploit, or authorize the use or exploitation by others of
                  such Joint Work Product, provided that such use or
                  exploitation is not in breach of this Agreement), without an
                  obligation to obtain the consent of, or to account to, the
                  other Party and subject to N2P's and AOL's respective
                  proprietary rights in any underlying software, works, or
                  technology to the extent incorporated or included in such
                  Joint Work Product. Notwithstanding the foregoing, to the
                  extent that with respect to any co-developed works created
                  under this Agreement, the Parties shall not constitute
                  co-authors or co-inventors, and N2P owns such works or
                  inventions as a matter of law, any and all such works or
                  inventions shall be deemed included in the license set forth
                  in Section 10.1, and AOL shall be deemed by this reference to
                  have a fully paid-up, royalty-free, non-exclusive,
                  non-transferable and worldwide license for the Term to use,
                  reproduce, distribute (directly and indirectly), transmit,
                  display, perform, sublicense and adapt such works as set forth
                  in Section 10.1 of this Agreement. Each Party shall cooperate
                  with the other Party in documenting and perfecting all rights
                  with respect to the Joint Work Product, including executing
                  any necessary assignments, applications or other documentation
                  with respect to


                                       25
<PAGE>   26
                  the Joint Work Product.

13.      CONFIDENTIAL INFORMATION

         Each Party acknowledges that Confidential Information may be disclosed
         to the other Party during the course of this Agreement. Each Party
         agrees that it will take reasonable steps, at least substantially
         equivalent to the steps it takes to protect its own proprietary
         information (and, in no event, with less than the exercise of
         reasonable care), during the Term, and for a period of [****] following
         expiration or termination of this Agreement, to prevent the duplication
         or disclosure of Confidential Information of the other Party, other
         than by or to its employees or agents who must have access to such
         Confidential Information to perform such Party's obligations hereunder,
         each of whom shall agree to comply with this Section. Notwithstanding
         the foregoing, either Party may disclose Confidential Information
         without the consent of the other Party, [****]. Furthermore, in the
         event that such disclosure is required of either Party under the laws,
         [****] or any other applicable governing body, such Party will (i)
         redact portions of this Agreement [****] to the fullest extent
         permitted under applicable laws, rules and regulations and (ii) submit
         a request to such governing body that such portions and other
         provisions of this Agreement receive confidential treatment under the
         laws, rules and regulations of the governing body or otherwise be held
         in the strictest confidence to the fullest extent permitted under such
         laws, rules and regulations.

14.      REPRESENTATIONS AND WARRANTIES; INDEMNITIES

         14.1     Joint. Each Party represents and warrants to the other Party
                  that: (i) such Party has the full corporate right, power and
                  authority to enter into this Agreement, to grant the licenses
                  granted hereunder and to perform the acts required of it
                  hereunder; (ii) the execution of this Agreement by such Party,
                  and the performance by such Party of its obligations and
                  duties hereunder, do not and shall not violate any agreement
                  to which such Party is a party or by which it is otherwise
                  bound or any applicable law; (iii) when executed and delivered
                  by such Party, this Agreement shall constitute the legal,
                  valid and binding obligation of such Party, enforceable
                  against such Party in accordance with its terms; and (iv) to
                  the best of its knowledge after due inquiry, the N2P
                  Indemnified Properties (in the case of N2P) and the AOL
                  Indemnified Properties (in the case of AOL) do not infringe,
                  misappropriate or violate any patents, copyrights, trade
                  secrets, trademarks or other proprietary rights of any third
                  parties. Additionally, N2P hereby represents, to the best of
                  its knowledge and after due inquiry, that it possesses (and
                  warrants that it will obtain during the Term) all
                  authorizations, approvals, consents, licenses, permits,
                  certificates and all other rights and permissions necessary
                  for it to (a) perform under this Agreement or (b) to offer the
                  AOL IP Telephony Software and the AIM IP Telephony Services
                  hereunder (including, without limitation, the N2P Services and
                  N2P IP Telephony Software offered as part thereof).

         14.2     Intellectual Property Indemnity. Each Party (the "IP
                  Indemnifying Party") shall, at its sole cost and expense,
                  indemnify, hold harmless and defend the other Party, and such
                  other Party's officers, directors, agents, affiliates,
                  distributors, franchisees and employees (the "IP Indemnified
                  Party"), from any and all claims, demands, liabilities, costs
                  or expenses of third parties (including, without limitation,
                  reasonable attorney's fees) (collectively, the "Liabilities")
                  arising from or in connection with a third-party claim that
                  the N2P Indemnified Properties (in the case of N2P) or the AOL
                  Indemnified Properties (in the case of AOL) infringes upon any
                  patents, copyrights, trade secrets, trademarks or other
                  proprietary rights of such third party. The IP Indemnifying
                  Party shall pay any damages (including costs and attorneys'
                  fees) finally awarded against the IP Indemnified Party by a
                  court of competent jurisdiction as a result of such claim (or
                  pay any settlement of such claim agreed to by the IP
                  Indemnifying Party). The foregoing obligation of the
                  Indemnifying Party shall not apply to any such claim to the
                  extent that it is based on or arises out of


                                       26
<PAGE>   27
                  services, software, materials or rights specifically granted
                  pursuant to this Agreement by the IP Indemnified Party. The IP
                  Indemnified Party shall promptly notify the IP Indemnifying
                  Party in writing of any indemnifiable claim after the IP
                  Indemnified Party first learns of such claim, and shall
                  provide the Indemnifying Party with such assistance and
                  cooperation as the IP Indemnifying Party may reasonably
                  request from time to time in connection with the defense or
                  settlement thereof. The IP Indemnified Party shall have the
                  right to employ separate counsel and to participate in the
                  defense of any such claim at its own expense. If any
                  settlement requires a material affirmative obligation of,
                  results in any material ongoing liability to, or prejudices or
                  detrimentally impacts in any material way, the IP Indemnified
                  Party, then such settlement shall require the IP Indemnified
                  Party's written consent, which shall not be unreasonably
                  withheld. If the IP Indemnified Party is enjoined or
                  restrained from exercising any of its rights under this
                  Agreement as a result of an infringement claim, or if any such
                  claim is brought or threatened, the IP Indemnifying Party
                  shall have the right, at its option, to (i) obtain a license
                  at no cost to the IP Indemnified Party permitting continued
                  use of the software or other materials that are the subject of
                  such claim on terms and conditions consistent with the rights
                  granted to the IP Indemnified Party hereunder, (ii) modify the
                  software or other materials that are the subject of such claim
                  to perform their intended function without infringing third
                  party rights and without materially affecting the
                  functionality or performance of such software or other
                  materials, (iii) substitute software or other materials that
                  are the subject of such claim with items of comparable
                  functionality and performance, or (iv) if none of the
                  foregoing is reasonably practicable, terminate this Agreement.

         14.3     Indemnity. Each Party (the "Indemnifying Party") shall, at its
                  sole cost and expense, indemnify, hold harmless and defend the
                  other Party, and its officers, directors, agents, affiliates,
                  distributors, franchisees and employees (the "Indemnified
                  Party"), from any and all Liabilities arising from or in
                  connection with a third-party claim based upon the
                  Indemnifying Party's material breach of any duty,
                  representation or warranty contained in this Agreement, and
                  shall pay any damages (including costs and attorneys' fees)
                  finally awarded against the Indemnified Party by a court of
                  competent jurisdiction as a result of such claim (or pay any
                  settlement of such claim agreed to by the Indemnifying Party).
                  The foregoing obligation of the Indemnifying Party shall not
                  apply to any such claim to the extent that it is based on or
                  results from services, software, materials, information or
                  rights provided by the Indemnified Party. The Indemnified
                  Party shall promptly notify the Indemnifying Party in writing
                  of any indemnifiable claim after the Indemnified Party first
                  learns of such claim, and shall provide the Indemnifying Party
                  with such assistance and cooperation as the Indemnifying Party
                  may reasonably request from time to time in connection with
                  the defense or settlement thereof. The Indemnified Party shall
                  have the right to employ separate counsel and to participate
                  in the defense of any such claim at its own expense. If any
                  settlement requires a material affirmative obligation of,
                  results in any material ongoing liability to, or prejudices or
                  detrimentally impacts the Indemnified Party in any material
                  way, then such settlement shall require the Indemnified
                  Party's written consent, which shall not be unreasonably
                  withheld.


15.      LIMITATION ON LIABILITY; DISCLAIMER

         15.1     LIABILITY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE
                  TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
                  SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN
                  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM
                  BREACH OF OR OTHERWISE RELATING TO THIS AGREEMENT OR THE
                  SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, THE SALE
                  OF PRODUCTS, THE USE OR INABILITY TO USE THE AIM SERVICE, THE
                  AIM CLIENT, THE AIM IP TELEPHONY SERVICES, THE SUPPORT AREA,
                  THE AOL IP TELEPHONY SOFTWARE, THE N2P


                                       27
<PAGE>   28
                  SYSTEM, OR THE N2P IP TELEPHONY SOFTWARE, INCLUDING, BUT NOT
                  LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST
                  BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT
                  EACH PARTY WILL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT
                  ANY DISCLAIMED DAMAGES ARE PAYABLE TO A THIRD PARTY AND ARE
                  SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 14.2 OR 14.3.
                  EXCEPT FOR SUCH LIABILITY UNDER SECTIONS 14.2 AND 14.3, (I)
                  LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO
                  DIRECT, OBJECTIVELY MEASURABLE DAMAGES, AND (II) THE MAXIMUM
                  LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIMS ARISING IN
                  CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED (EXCLUSIVE OF
                  AMOUNTS ALREADY PAID BY EITHER PARTY TO THE OTHER PARTY
                  HEREUNDER) [****]; PROVIDED THAT EACH PARTY WILL REMAIN LIABLE
                  FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS DUE AND
                  PAYABLE TO THE OTHER PARTY PURSUANT TO THE AGREEMENT.

         15.2     NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN
                  THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY
                  SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES,
                  EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
                  IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF
                  PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
                  EACH PARTY SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE
                  REVENUE FROM OR SUCCESS OF THE AIM IP TELEPHONY SERVICES.


         16.      TERM AND TERMINATION

                  16.1     Term.

                           16.1.1 Initial Term. Unless earlier terminated as set
                  forth herein, the initial term of this Agreement (the "Initial
                  Term") shall be the lesser of [****].

                           16.1.2 Extension Periods. Upon the expiration of the
                  Initial Term, AOL may elect, in its sole discretion, to extend
                  the term of this Agreement for an additional period [****] on
                  the same terms and conditions as the Initial Term (the
                  "Renewal Term"), and for [****] each thereafter (each, an
                  "Extension Period"), up to an aggregate maximum of [****] (the
                  Initial Term, together with the Renewal Term and any Extension
                  Periods, collectively referred to herein as the "Term"). AOL
                  shall be deemed to have exercised its option for the Renewal
                  Term, or any Extension Period unless, at least [****] prior to
                  the expiration of the Initial Term, or the Renewal Term (in
                  the case of the first Extension Period) (or, as to the second
                  Extension Period, at least [****] prior to the end of the
                  first Extension Period), AOL provides written notice to N2P
                  that AOL does not wish to exercise its option for the
                  forthcoming Extension Period. During any Extension Period, the
                  obligations of the Parties with respect to exclusivity,
                  development, and , promotions [] shall not apply. Without
                  limitation of the generality of the foregoing, during any
                  Extension Period, (i) the Parties will not be subject to the
                  obligations of Sections [****] of this Agreement; (ii) [****]
                  with respect to all [****] generated during the Renewal Term
                  and/or any Extension Period and [****] set forth in Section
                  7.2.2 of this Agreement.

         16.2      Termination for Breach. Except as expressly provided
                   elsewhere in this Agreement, either Party may terminate this
                   Agreement at any time in the event of a material breach of
                   the Agreement by the other Party which remains uncured after
                   thirty (30) days written


                                       28
<PAGE>   29
                  notice thereof to the other Party (or such other period as may
                  be expressly specified elsewhere in this Agreement); provided
                  that the cure period with respect to any scheduled payment
                  shall be thirty (30) days following receipt by the Party owing
                  such payment of written notice of the failure to make such
                  payment. For avoidance of doubt, the Parties acknowledge that,
                  if a particular provision of this Agreement includes a right
                  to terminate this Agreement due to breach of such provision
                  after a cure period set forth in such provision, only such
                  other cure period shall apply, and the thirty (30) day cure
                  period set forth in this Section 16.2 shall not be in addition
                  to such other cure period.

         16.3     Termination on Change of Control. Promptly upon undergoing any
                  Change of Control, each Party shall provide the other Party
                  with written notice thereof. In the event of (i) a Change of
                  Control of N2P resulting in Control of N2P by an AOL
                  Competitor or AOL Competitor or (ii) in the event that N2P is
                  (at the time of such Change of Control) Controlled by the
                  Parent Company, any Change of Control of the Parent Company
                  resulting in Control of the Parent Company by any AOL
                  Competitor , AOL shall have the right to terminate this
                  Agreement by providing thirty (30) days' prior written notice
                  of such intent to terminate. In the event of (i) a Change of
                  Control of AOL resulting in Control of AOL by an N2P
                  Competitor or Parent Company Competitor or (ii) if AOL is (at
                  the time of such Change of Control) Controlled by AOL, any
                  Change of Control of AOL resulting in Control of AOL by any
                  N2P Competitor or Parent Company Competitor, N2P may terminate
                  this Agreement by providing thirty (30) days' prior written
                  notice of such intent to terminate. Notwithstanding anything
                  to the contrary, each Party's termination right under this
                  Section 16.3 shall be exercised no later than thirty (30) days
                  following such Party's receipt of written notice of the Change
                  of Control triggering such termination right, and shall expire
                  if not exercised within such thirty (30) day period.

                           16.3.1 AOL Buyout Right. Notwithstanding the
                  provisions of the Section 16.3, if during the Initial Term,
                  AOL is acquired by or acquires a telecommunications company
                  with a market capitalization in excess of the Buyout
                  Threshold, AOL shall have the right to terminate this
                  Agreement by providing thirty (30) days prior written notice
                  to N2P and AOL shall refund to N2P an amount equal to [****].

         16.4     Termination for Bankruptcy/Insolvency. Either Party may
                  terminate this Agreement immediately following written notice
                  to the other party if the other party (i) ceases to do
                  business in the normal course, (ii) becomes or is declared
                  insolvent or bankrupt, (iii) is the subject of any proceeding
                  related to its liquidation or insolvency (whether voluntary or
                  involuntary) which is not dismissed within ninety (90)
                  calendar days or (iv) makes an assignment for the benefit of
                  creditors.

         16.5     Termination for Regulated Entity Event.

                           16.5.1 United States. The Parties acknowledge that in
                  undertaking the obligations set forth herein, AOL is not
                  offering services as a reseller of telecommunications services
                  or as a provider of telecommunications services. It is
                  understood and agreed that if, during the Term, the Federal
                  Communications Commission or any other relevant United States
                  federal regulatory body issues (or is reasonably likely to
                  issue) a ruling that subjects (or is reasonably likely to
                  subject, as the case may be) AOL to regulation as a reseller
                  or provider of telecommunications services (or similar
                  regulation) (collectively, a "Regulated Entity Event"), the
                  Parties agree to work together in good faith to amend this
                  Agreement to ensure that AOL can secure the benefit of the
                  bargain under this Agreement without being subject to
                  telecommunications related regulation in the United States as
                  a telecommunications reseller or provider (or


                                       29
<PAGE>   30
                  similar status). If the Parties are unable to agree upon such
                  amendments within ninety (90) days of AOL's notification of
                  the Regulatory Entity Event, AOL may terminate this Agreement
                  without liability by providing written notice of its intention
                  to terminate.

                           16.5.2 International. In the event that during the
                  Term any non-US regulatory body issues (or is reasonably
                  likely to issue) a ruling that subjects (or is reasonably
                  likely to subject, as the case may be) AOL to a
                  telecommunications or similar regulation that could prevent
                  AOL from obtaining the benefit of the bargain under this
                  Agreement (e.g., regulation as a reseller or provider of
                  telecommunications services (or similar status)), the Parties
                  shall work together in good faith to amend this Agreement to
                  ensure that AOL can secure the benefit of the bargain under
                  this Agreement without being subject to telecommunications
                  related or similar regulation in such country. If the Parties
                  are unable to agree upon such amendments within ninety (90)
                  days of AOL's notification of the regulatory event likely to
                  cause AOL to be subjected to any such regulation, AOL may
                  terminate this Agreement with respect to the country (or
                  countries) in which such regulatory event applies without
                  liability, upon delivery of written notice.


         16.6     Termination for Non-Competitiveness. At any time following the
                  [****] anniversary of the Effective Date, (i) AOL shall have
                  the right to terminate this Agreement, in the event that:

                           (a) [****] or more of the Core Premium Services do
                  not satisfy the requirements of Section 3.1 of this Agreement;

                           (b) [****] or more of the Core Premium Services do
                  not satisfy the requirements of Section 3.2 of this Agreement;

                           (c) [****] or more of the Core Premium Services are
                  [****]

                           (d) [****]

                           (e) N2P shall have missed the Cutoff Dates for [****]
                  or more Core Premium Services in accordance with and subject
                  to Section 1.3 of this Agreement;

                  unless (ii) N2P cures such failure within the applicable cure
                  periods set forth in Section 3.1 (in the case of clause (a)
                  above), Section 3.2 (in the case of clause (b) above), Section
                  3.3 (in the case of clauses (c) and (d) above) or Section 1.3
                  and Exhibit I (in the case of clause (e) above), respectively.

         16.7     AOL IP Termination Right. At any time during the Term, in the
                  event that any Infringement Claim(s) materially adversely
                  affect the integration, distribution, promotion or offering of
                  the AOL IP Telephony Software or any AIM IP Telephony Service,
                  then AOL shall have the right to terminate this Agreement upon
                  thirty (30) days prior written notice to N2P, and without any
                  refund to N2P (collectively, the "IP Termination Right").

         16.8     Termination for Strategic Relationship. If at any time after
                  the [****] anniversary of the Effective Date, AOL enters into
                  a broad-ranging, strategic relationship with (i) any major
                  national or international telecommunications company [****],
                  (ii) any [****] or (iii) any major wireless carrier (e.g.,
                  [****]) for the distribution of telecommunication services
                  across substantially all of the properties of AOL and its
                  Affiliates as in existence on the Effective Date
                  (collectively, the "New Strategic Relationship"), then AOL
                  shall have the right to terminate this Agreement; provided,
                  however, that AOL shall use commercially


                                       30
<PAGE>   31
                  reasonable efforts to have such company enter into an
                  agreement with N2P to distribute or otherwise offer the Core
                  Premium Services in connection with such New Strategic
                  Relationship on terms and conditions comparable to those
                  contained herein (including those with respect to promotion,
                  distribution, exclusivity for N2P and revenue share to N2P,
                  but specifically excluding any warrants or similar rights). In
                  the event of any such termination of this Agreement pursuant
                  to this Section 16.8, [****]; provided, however, that (a) if,
                  before the expiration of such [****], such company and N2P
                  have entered into such an agreement to distribute or otherwise
                  offer some but not all of the Core Premium Services in
                  connection with such New Strategic Relationship, then [****]
                  or (b) if, before the expiration of such [****] period, such
                  company and N2P have entered into such an agreement to
                  distribute or otherwise offer all of the Core Premium Services
                  in connection with such New Strategic Relationship, then AOL
                  shall have no obligation to pay any such termination fee to
                  N2P. The Parties acknowledge and agree that the payment
                  contemplated by this Section 16.8 is solely a termination fee
                  agreed to by the Parties, and shall not be used to determine
                  any damages payable by either Party to the other Party
                  hereunder, which shall be determined in accordance with the
                  remainder of this Agreement (including, without limitation,
                  Section 15.1 hereof) and applicable law.

         16.9     Transition Assistance. In the event of any termination of this
                  Agreement other than pursuant to Sections 16.1, 16.4 or 16.5,
                  each Party will provide to the other Party the dedicated,
                  full-time services of one (1) qualified engineer for a period
                  of ninety (90) days to assist the other Party in effecting an
                  orderly termination of this Agreement, including minimizing
                  disruption for customers of the AIM IP Telephony Services. In
                  the event of termination due to an AOL material breach of this
                  Agreement pursuant to Section 16.2, or a Change of Control of
                  AOL under Section 16.3, or the occurrence of a Regulated
                  Entity Event under Section 16.5, AOL shall pay N2P the actual,
                  reasonable, fully-allocated costs incurred in connection with
                  N2P's assistance in the migration or transition. In the event
                  of termination due to a N2P material breach of this Agreement
                  pursuant to Section 16.2, a Change of Control of N2P under
                  Section 16.3, or the exercise by AOL of its IP Termination
                  Right under Section 16.7 of this Agreement, N2P shall pay for
                  the actual, reasonable, fully-allocated costs incurred in
                  connection with AOL's assistance in the migration or
                  transition. In the event of any other termination of this
                  Agreement, [****]. For the avoidance of doubt, such migration
                  or transition assistance shall not include development
                  obligations. At AOL's request, at the end of the Initial Term,
                  N2P shall use commercially reasonable efforts to transfer to
                  AOL the phone numbers and special access codes referred to in
                  Section 5.2.1 of this Agreement unless such phone numbers are
                  used for N2P Services other than the AIM IP Telephony
                  Services.

         16.10    Transition Period. For a period of up to [****] following the
                  termination or expiration of this Agreement (the duration of
                  which, up to [****], shall be determined by AOL and notified
                  to N2P) (the "Transition Period"), the Parties shall cooperate
                  to effect an orderly termination of this Agreement, including
                  minimizing disruption for customers of the AIM IP Telephony
                  Services. During the Transition Period, each of AOL and N2P
                  shall have all of the rights and obligations set forth in this
                  Agreement (including, without limitation, with respect to the
                  AIM IP Telephony Services) that they had prior to the date of
                  termination or expiration (including, in the case of AOL, all
                  rights necessary to enable AOL to transition the AIM IP
                  Telephony Services (other than PTP Calling Card Services) to
                  another system without interruption of service).
                  Notwithstanding the foregoing, during the Transition Period,
                  N2P shall be entitled to Transaction Revenues to the same
                  extent as before such termination or expiration, but the
                  Parties shall not be subject to the obligations and criteria
                  in this Agreement with respect to exclusivity, promotions,
                  development, delivery, performance and Updates. During the
                  Transition Period, N2P shall remain obligated to provide to
                  AOL the support services described in Section 6. Also, during
                  the Transition Period, N2P shall provide AOL with reasonable
                  assistance in migrating or transitioning the AIM IP Telephony
                  Services (other than PTP Calling Card


                                       31
<PAGE>   32
                  Services) to another provider. Each Party shall be entitled to
                  seek injunctive relief such as specific performance in the
                  event the other Party fails to comply with its transition
                  obligations under this Section 16.10; provided, however, that,
                  following any termination or expiration of this Agreement, in
                  the event either Party fails to comply with its transition
                  obligations under this Section 16.10, the Parties shall
                  attempt to resolve such failure to the satisfaction of both
                  Parties through the Management Committee, and in the event
                  that the Parties are unable to do so, AOL shall be entitled to
                  seek injunctive relief in accordance with this Section 16.10.
                  Notwithstanding the foregoing, all end-user sublicenses of the
                  AOL IP Telephony Software shall survive the termination or
                  expiration of this Agreement pursuant to the terms of such end
                  user license agreement as provided herein.

         16.11    Return of Information. Upon the expiration or termination of
                  this Agreement, each Party shall, upon the written request of
                  the other Party, return or destroy (at the option of the party
                  receiving the request) all Confidential Information of the
                  other Party.

         16.12    Survival. Notwithstanding anything to the contrary contained
                  herein, the provisions of Sections 7.1, 7.2, 7.3 and 7.6 (as
                  to amounts accrued but unpaid), 7.7, 7.8, 7.9, 10.2, 12, 13,
                  14, 15, 16.8, 16.9, 16.10, 16.11, 16.12, 17, 18.1, 18.3, 18.5
                  and 18.14 shall survive the termination, cancellation or
                  expiration of this Agreement. In addition, all payment terms
                  of this Agreement and any provision which, by its nature, must
                  survive the expiration, termination or cancellation of this
                  Agreement, shall survive the expiration, termination or
                  cancellation of this Agreement. All licenses granted by either
                  Party to the other pursuant to this Agreement shall terminate
                  upon termination or expiration of this Agreement except as
                  otherwise expressly set forth herein with respect to the
                  Transition Period.

17.      DISPUTE RESOLUTION

         17.1     Management Committee. The Parties will act in good faith and
                  use commercially reasonable efforts to promptly resolve any
                  claim, dispute, controversy or disagreement between the
                  Parties or any of their respective Affiliates, successors and
                  assigns under or related to this Agreement (including, without
                  limitation) any document executed pursuant to this Agreement
                  or any of the transactions contemplated hereby or any rights
                  or obligations hereunder (each, a "Dispute"). If the Parties
                  cannot resolve any such Dispute within ten (10) business days,
                  such Dispute will be submitted to the Management Committee for
                  resolution. For ten (10) days following submission of the
                  Dispute to the Management Committee, the Management Committee
                  will have the exclusive right to resolve such Dispute;
                  provided, further, that the Management Committee will have the
                  final and exclusive right to resolve Disputes arising from any
                  provision of the Agreement which expressly or implicitly
                  provides for the Parties to reach mutual agreement as to
                  certain terms. If the Management Committee is unable to
                  amicably resolve the Dispute during the ten (10) day period,
                  then such Dispute shall be subject to the resolution
                  mechanisms described below. Neither Party shall seek, nor
                  shall be entitled to seek, binding outside resolution of the
                  Dispute unless and until the Parties have been unable amicably
                  to resolve the Dispute as set forth in this Section 17.1 and
                  then, only in compliance with the procedures set forth in this
                  Section 17. For the avoidance of doubt, neither Party shall be
                  required to submit any Dispute to the Management Committee or
                  to arbitration prior to issuing any notice of suspension or
                  termination under Sections 3, 4, 9 or 16 of this Agreement. In
                  addition, the submission of any Dispute to the Management
                  Committee or to arbitration hereunder shall not affect either
                  Party's right to exercise any such suspension or termination
                  right under this Agreement, except as otherwise determined,
                  pursuant to a binding decision or order, by a court of
                  competent jurisdiction (in accordance with Section 17.4 of
                  this Agreement) or an arbitral panel (in accordance with
                  Section 17.2 of this Agreement).


                                       32
<PAGE>   33
         17.2     Arbitration.

                           17.2.1 Arbitration. Any Dispute not resolved by
                  amicable resolution as set forth in Section 17.1 shall be
                  governed exclusively and finally by arbitration conducted by
                  the American Arbitration Association ("AAA") in New York, New
                  York in accordance with the Commercial Arbitration Rules
                  ("Commercial Rules") of the AAA, including the AAA
                  Supplementary procedures for Large Complex Commercial Disputes
                  ("Complex Procedures"), as such rules shall be in effect on
                  the date of delivery of a demand for arbitration ("Demand"),
                  except to the extent that such rules are inconsistent with the
                  provisions set forth herein. Notwithstanding the foregoing,
                  the Parties may agree in good faith that the Complex
                  Procedures shall not apply in order to promote the efficient
                  arbitration of Disputes where the nature of the Dispute,
                  including without limitation the amount in controversy, does
                  not justify the application of such procedures.

                           17.2.2 Selection of Arbitrators. The arbitration
                  panel shall consist of three (3) arbitrators. Each Party shall
                  name one (1) arbitrator within ten (10) days after the
                  delivery of the Demand, and the two Party-appointed
                  arbitrators shall appoint the third arbitrator. The third
                  arbitrator shall be a neutral participant, with no prior
                  working relationship with either Party. If the two arbitrators
                  are unable to select a third arbitrator within ten (10) days,
                  a third neutral arbitrator shall be appointed by the AAA from
                  the panel of commercial arbitrators of any of the AAA Large
                  and Complex Resolution Programs.

                           17.2.3 Arbitral Rules. The Federal Arbitration Act, 9
                  U.S.C. Secs. 1-16, and not state law, shall govern the
                  arbitrability of all Disputes. The arbitrators shall allow
                  such discovery as is appropriate to the purposes of
                  arbitration in accomplishing a fair, speedy and cost-effective
                  resolution of the Disputes. The arbitrators shall reference
                  the Federal Rules of Civil Procedure then in effect in setting
                  the scope and timing of discovery.

                           17.2.4 Arbitration Awards. The arbitrators shall have
                  the authority to award compensatory damages only. Any award by
                  the arbitrators shall be accompanied by a written opinion
                  setting forth the findings of fact and conclusions of law
                  relied upon in reaching the decision. The award rendered by
                  the arbitrators shall be final, binding and non-appealable,
                  and judgment upon such award may be entered by any court of
                  competent jurisdiction. The Parties agree that the existence,
                  conduct and content of any arbitration shall be kept
                  confidential and no Party shall disclose to any person any
                  information about such arbitration, except as may be required
                  by law or by any governmental authority or for financial
                  reporting purposes in each Party's financial statements.

                           17.2.5 Arbitration Expenses. Each Party shall pay the
                  fees of its own attorneys, expenses of witnesses and all other
                  expenses and costs in connection with the presentation of such
                  Party's case (collectively, "Attorneys' Fees"). The remaining
                  costs of the arbitration, including without limitation, fees
                  of the arbitrators, costs of records or transcripts and
                  administrative fees (collectively, "Arbitration Costs") shall
                  be borne equally by the Parties. Notwithstanding the
                  foregoing, the arbitrators may modify the allocation of
                  Arbitration Costs and award Attorneys' Fees in those cases
                  where fairness dictates a different allocation of Arbitration
                  Costs between the Parties and an award of Attorneys' Fees to
                  the prevailing Party as determined by the arbitrators.

         17.3     Governing Law. This Agreement shall be governed by and
                  interpreted under the laws of the State of New York, without
                  reference to New York's choice of law rules.


         17.4     Limited Interim Injunctive Relief; Consent to Jurisdiction.
                  Notwithstanding the foregoing, the Parties hereby acknowledge
                  and agree that the Parties may seek interim injunctive


                                       33
<PAGE>   34
                  relief with respect to any Disputes arising under Sections
                  5.3, 10.3 and 13 of this Agreement. In connection with any
                  such Disputes, each of AOL and N2P: (i) irrevocably consents
                  to the exclusive jurisdiction of any state or Federal court
                  located in the Borough of Manhattan, City of New York, State
                  of New York over any and all such interim injunctive relief;
                  (ii) waives personal service of any and all process upon it in
                  connection with such interim injunctive relief; (iii) consents
                  that any such service of process in connection therewith shall
                  be made by registered mail directed to AOL or N2P (as the case
                  may be), and that such service shall be deemed to have been
                  completed on the date determined in accordance with Section
                  18.3 of this Agreement; and (iv) waives any objection based
                  upon forum non conveniens and any objection to venue in
                  connection with any such interim injunctive relief.

18.      GENERAL PROVISIONS

         18.1     Acknowledgment. AOL AND N2P EACH ACKNOWLEDGE THAT THE
                  PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN
                  INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH
                  KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS
                  CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS
                  RELATED TO WARRANTIES AND LIABILITY CONTAINED IN THIS
                  AGREEMENT ARE INTENDED TO LIMIT THE CIRCUMSTANCES AND EXTENT
                  OF LIABILITY. THE PROVISIONS OF THIS SECTION 18.1 SHALL BE
                  ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER
                  ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

         18.2     Independent Contractors. The Parties to this Agreement are
                  independent contractors. Neither Party is an agent,
                  representative, or partner of the other Party. Neither Party
                  shall have any right, power or authority to enter into any
                  agreement for or on behalf of, or incur any obligation or
                  liability of, or to otherwise bind, the other Party. This
                  Agreement shall not be interpreted or construed to create an
                  association, agency, joint venture or partnership between the
                  parties or to impose any liability attributable to such a
                  relationship upon either Party.

         18.3     Notice. Any formal notice under this Agreement will be given
                  in writing and 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 (1) business day after deposit with a commercial overnight
                  carrier, with written verification of receipt; or (iv) five
                  (5) 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.

                    To AOL:                      To N2P:

                    AOL, Inc.                    Net2Phone Inc.
                    22000 AOL Way                171 Main Street
                    Dulles, Virginia  20166      Hackensack, NJ  07601
                    Attention:  David Gang       Attention:   Jonathan Reich
                    Phone:  (703) 265-3677       Phone:  (201) 928-4438
                    Fax:  (703) 265-3921         Fax:  (201) 928-2970
                    E-mail:  Dgang@aol.com       E-mail:  jreich@net2phone.com

                  In the case of AOL, such notice also will be provided to both
                  the Senior Vice President


                                       34
<PAGE>   35
                  for Business Affairs (fax no. 703-265-1206 and the Deputy
                  General Counsel (fax no. 703-265-1105), each at the address
                  set forth above. In the case of N2P, such notice also will be
                  provided to the General Counsel at the address and fax number
                  set forth above.

         18.4     No Waiver. The failure of either Party to insist upon or
                  enforce strict performance by the other Party of any provision
                  of this Agreement or to exercise any right under this
                  Agreement shall not be construed as a waiver or relinquishment
                  to any extent of such Party's right to assert or rely upon any
                  such provision or right in that or any other instance; rather,
                  the same shall be and remain in full force and effect.

         18.5     Entire Agreement. This Agreement sets forth the entire
                  agreement, and supersedes any and all prior and
                  contemporaneous agreements of the Parties with respect to the
                  transactions set forth herein. Neither Party shall be bound
                  by, and each Party specifically objects to, any term,
                  condition or other provision which is different from or in
                  addition to the provisions of this Agreement (whether or not
                  it would materially alter this Agreement) and which is
                  proffered by the other Party in any correspondence or other
                  document, unless the party to be bound thereby specifically
                  agrees to such provision in writing.

         18.6     Amendment. No change, amendment or modification of any
                  provision of this Agreement will be valid unless set forth in
                  a written instrument signed by each Party by an executive or
                  officer authorized to bind such Party.

         18.7     Assignment. Neither Party may assign any of its rights,
                  interest or benefits or delegate any of its duties under this
                  Agreement, or otherwise transfer this Agreement without the
                  prior written consent of the other Party; provided that either
                  party may assign this Agreement as part of a reincorporation,
                  change of domicile or merger of a Party with or into, or sale
                  of all or substantially all of the assets of a Party to
                  another entity that is not a competitor of the non-assigning
                  Party (i.e., an AOL Competitor or AOL Competitor if AOL is the
                  non-assigning Party or an N2P Competitor or Parent Company
                  Competitor if N2P is the non-assigning Party) if, in any such
                  event, the assignee (and any successor entity) agrees to be
                  bound by this Agreement to the same extent as the assigning
                  Party. Subject to the foregoing, this Agreement shall be fully
                  binding upon, inure to the benefit of and be enforceable by
                  the Parties hereto and their respective successors and
                  assigns.

         18.8     Construction. In the event that any provision of this
                  Agreement conflicts with the law under which this Agreement is
                  to be construed or if any such provision is held invalid by a
                  court with jurisdiction over the parties to this Agreement,
                  (i) such provision shall be deemed to be restated to reflect
                  as nearly as possible the original intentions of the Parties
                  in accordance with applicable law, and (ii) the remaining
                  terms, provisions, covenants and restrictions of this
                  Agreement shall remain in full force and effect.

         18.9     Export Controls. With respect to their activities under this
                  Agreement, both Parties shall adhere to all applicable laws,
                  regulations and rules relating to the export of technical data
                  and shall not export or re-export any technical data, any
                  products received from the other Party or the direct product
                  of such technical data to any proscribed country listed in
                  such applicable laws, regulations and rules unless properly
                  authorized.


                                       35
<PAGE>   36
         18.10    Headings. The captions and headings used in this Agreement are
                  inserted for convenience only and shall not affect the meaning
                  or interpretation of this Agreement.

         18.11    Counterparts. This Agreement may be executed in counterparts,
                  each of which shall be deemed an original and all of which
                  together shall constitute one and the same document. This
                  Agreement may also be signed by facsimile transmission and any
                  signature sent or received via facsimile transmission shall
                  constitute an original signature.

         18.12    Force Majeure. N2P shall not be responsible for (any delays,
                  errors, failures to perform, interruptions or disruptions
                  caused by or resulting from any acts of God, strikes,
                  lockouts, riots, acts of war, fire, power failure,
                  earthquakes, severe weather, floods or other natural disaster
                  or from any other unforeseeable events outside of N2P's
                  reasonable control (not including any subcontractor of
                  services provided by N2P hereunder) that prevents N2P from
                  complying with any of its material obligations under this
                  Agreement (each, a "Force Majeure Event"). The foregoing shall
                  not relieve N2P from responsibility to the extent that
                  reasonable actions or actions normally undertaken in the
                  industry would have made such events within N2P's reasonable
                  control or prevented any such delays, errors, failures,
                  interruptions or disruptions. In addition, in no event will a
                  Force Majeure Event permit any delay, error, failure,
                  interruption or disruption for longer than a commercially
                  reasonable time considering the event (or beyond any
                  applicable cure period expressly set forth in this Agreement),
                  and after such reasonable time period (or express cure period,
                  as the case may be), the Force Majeure Event shall no longer
                  be deemed to exist or apply.

         18.13    Insurance. N2P, at its cost and expense, shall secure and
                  maintain adequate insurance coverage as is necessary for N2P
                  to bear all of its obligations under this Agreement.
                  Maintenance of such insurance shall not be deemed to relieve
                  or limit N2P of any responsibility or obligation hereunder
                  whatsoever. N2P assumes full and complete liability for all
                  injuries to, or death of, any person or for any damages to
                  property arising from its acts or omissions. N2P will add AOL
                  as an additional insured on all appropriate insurance
                  policies, including all liability policies, with endorsements
                  that require thirty (30) days notice of AOL of any
                  cancellation of such policies, and shall promptly provide AOL
                  with copies of such policies and endorsements and any changes
                  thereto from time to time. N2P's insurance shall be primary as
                  to any other insurance AOL may have.

         18.14    Remedies. 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; provided that, in connection with any dispute
                  hereunder, neither Party will be entitled to offset any
                  amounts that it claims to be due and payable from the other
                  Party against amounts otherwise payable by such Party to the
                  other Party.

         18.15    Disclaimers. Each AIM IP Telephony Service shall contain an
                  appropriate disclaimer (the specific form and substance to be
                  mutually agreed upon by the Parties).


                                       36
<PAGE>   37
         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.

AOL, INC.                                   NET2PHONE INC.

By:  /s/ David M. Colburn                   By: /s/ Clifford M. Sobel
Print Name: David M. Colburn                Print Name: Clifford M. Sobel
Title: President, Business Affairs          Title: Chairman


                                       37
<PAGE>   38
                                    EXHIBIT A

                                   DEFINITIONS


ADDITIONAL N2P CHANNEL. Any other distribution channel (e.g., an Interactive
Service other than AOL) through which N2P makes available an offering comparable
in nature to the offerings on the AIM Service.

AFFILIATE. As to a Party, any entity that Controls, is Controlled by or under
common Control with such Party. "Affiliate" means, with respect to any Party,
any entity controlling, controlled by, or under common control with, such Party;
it being understood that [****] or greater voting, equity or equivalent interest
in the controlled entity shall be deemed "CONTROL".

AIM CLIENT. "AIM Client" means the Win 32 version of the client software (United
States version 3.0) (or any successor version thereof designated by AOL)
developed and distributed by AOL that enables end-users to access and use the
AIM Service. The AIM Client shall not include (a) any discrete applications
providing substantially different services, regardless of any shared use of the
AIM Service backend (e.g., presence engine, directory server, etc.), (b) any
desktop search application, AOL desktop information "ticker," AOL mail client or
AOL co-browser, (c) any version of the AIM Client that is co-branded with an
unaffiliated third party other than the Qualified N2P Competitors listed on
Exhibit K hereto (provided that (1) the Parties may mutually agree from time to
time to expand such list of Qualified N2P Competitors (such agreement not to be
unreasonably withheld by either Party) or (2) plug-ins to other clients (e.g.,
browser plug-ins), provided that AOL shall use reasonable efforts to include the
AIM IP Telephony Services in such plug-ins.

AIM IP TELEPHONY SERVICES. The N2P Services customized by N2P to be distributed
by AOL on the AIM Service in accordance with this Agreement, utilizing the
services of N2P hereunder and consisting of: (i) the PTP Calling Card Service,
the Secondary AIM IP Telephony Services and the Conference Calling Service
(including, in each case, any Updates thereto); and (ii) any other IP Telephony
Services (including Optional or Expanded Services) that the Parties agree to add
to this Agreement.

AIM MEMBER. Any registered user of the AIM Service (including any registered
user of any AIM IP Telephony Service).

AIM SCREEN NAME. A unique identifier assigned to each AIM Member that enables
such AIM Member to send and receive instant messages and communicate with others
on the AIM Service.

AIM SERVICE. "AIM Service" means the standard, narrow-band AOL-branded service,
currently available through the Internet, that enables end-users of such service
to exchange, in real-time, private, personalized messages with, and to monitor
the online status of, other end-users of such service through use of the AIM
Client, and any upgrades or enhancements thereto during the Term, excluding: (i)
such service(s) or similar services available on the AOL Service; and (ii) any
other version of an AIM service which is materially different from the standard
narrow-band U.S. version of the AIM brand service, by virtue of its branding,
distribution, functionality, Content or services, including, without limitation,
any co-branded version of the service or any version distributed through or
designed for any broadband distribution platform or through any platform or
device other than a desktop personal computer (e.g., a service designed
primarily for distribution to a hand-held, wireless personal digital assistant
(e.g., a Palm VII PDA)).

AOL COMPETITOR. "AOL Competitor" shall mean an entity offering one or more of
the following: (i) online or Internet connectivity services (e.g., an Internet
service provider); (ii) an interactive site or service featuring a broad
selection of aggregated third party interactive content (or navigation thereto)
(e.g., an online service or search and directory service) and/or marketing a
broad selection of products and/or services across numerous interactive commerce
categories (e.g., an online mall or other leading online commerce site); and
(iii) communications software capable of serving as the principal means through
which a user creates, sends and receives electronic mail or real time online
messages.


                                       38
<PAGE>   39
AOL DISTRIBUTION OBLIGATION. The obligations under this Agreement of AOL to
distribute the Core Premium Services (and other AIM IP Telephony Services which
have been accepted by AOL pursuant to the terms of this Agreement), in
accordance with and subject to Section 4.1.2 of this Agreement.

AOL GUI. The elements of graphics, design, organization, presentation, layout,
navigation, sound and stylistic convention (including the digital
implementations thereof) of the graphical user interface generally associated
with online areas contained within the AIM Service, the AIM Client and the AIM
IP Telephony Services.

AOL INDEMNIFIED PROPERTIES. (a) The elements of the AIM Service, the AIM Client
and the AOL GUI (including, in each case, any Updates thereto), that are
supplied or developed (as between the Parties) by AOL or by third parties for or
on behalf of AOL, and (b) the AOL Marks, the AOL Distribution Obligation and the
Advertisements.

AOL IP TELEPHONY SOFTWARE. The customized version(s) of the N2P IP Telephony
Software developed or supplied by N2P pursuant to this Agreement, including,
without limitation, the SDKs, APIs, all Documentation therefor and all Updates
thereto.

AOL LOOK AND FEEL. The elements of graphics, design, sound, organization,
presentation, layout, user interface, navigation and stylistic convention
(including the digital implementations thereof) which are generally associated
with the AIM Service, or the AIM Client.

AOL NAMESPACE. "AOL Namespace" means the AOL database of users of the AIM
Service and their AIM Screen Names, the algorithms, and the server complex used
by AOL to implement and support the AIM Service.

AOL SERVICE. The standard narrow-band U.S. version of the America Online(R)
brand service, specifically excluding the AIM Service. N2P acknowledges that in
connection with this Agreement, N2P obtains no distribution rights whatsoever of
the AIM IP Telephony Services on the AOL Service.

AOL USER.  Any registered user of the AOL Service.

[****]

CHANGE OF CONTROL. Change of Control shall mean either (a) the consummation of a
reorganization, merger or consolidation or sale or other disposition of
substantially all of the assets of a party or (b) the acquisition by any
individual, entity or group (within the meaning of Section 13d-3 or 14(d)(2) of
the Securities Exchange Act of 1934, as amended) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under such Act) of more than [****] of
either (i) the then outstanding shares of common stock of such party; or (ii)
the combined voting power of the then outstanding voting securities of such
party entitled to vote generally in the election of directors.

CO-BRANDED SITE. "Co-Branded Site" shall have the meaning set forth in Exhibit B
to this Agreement.

CONTENT. Text, images, video, audio (including, without limitation, music used
in synchronism or timed relation with visual displays) and other data, Products,
Advertisements, promotions, links, pointers and software, including any
modifications, upgrades, updates, enhancements and related documentation.

CONTROL. "Control" (including the terms "controlling", "controlled by" or "under
common control with") as to any person shall mean beneficial ownership (within
the meaning of Rule 13d-3 issued under the Securities Exchange Act of 1934, as
amended) promulgated under the Securities and Exchange Act of 1934, as amended)
of more than [****] of either (i) the then outstanding shares of common stock of
such person or (ii) the combined voting power of the then outstanding voting
securities of such person entitled to vote generally in the election of
directors.


                                       39
<PAGE>   40
CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the course
of the negotiation or performance of this Agreement which is, or should be
reasonably understood to be, confidential or proprietary to the disclosing
party, including, but not limited to, the existence and material terms of this
Agreement, User Information or other information about AIM Members, AOL Users,
technical processes and formulas, other technical information and materials,
product designs, sales, cost and other unpublished financial information,
product and business plans, projections and marketing data. Without limiting the
generality of the foregoing, all protocols, parameters, designs, specifications
and user identification algorithms relating to the AOL Service, the AIM Service
and/or the N2P IP Telephony Services are Confidential Information of AOL and
N2P, respectively. "Confidential Information" shall not include information that
the receiving party can establish is (a) already lawfully known to or
independently developed by the receiving party, (b) generally known to the
public, or (c) lawfully obtained from any third party. In addition a Party may
disclose Confidential Information to the extent required to be disclosed by law,
or permitted to be disclosed pursuant to the terms of this Agreement.

CORE AOL OBLIGATIONS. The AOL GUI, the AOL Distribution Obligation and any other
obligations that the Parties mutually agree (in a written instrument signed by
an executive or officer of such Party authorized to bind such Party) shall be
AOL's primary responsibility under this Agreement.

CORE PREMIUM SERVICES. The PC-to-Fax Service, the Fax-to-PC Service, the
PC-to-Phone Service, the Phone-to-PC Service and the PTP Calling Card Service,
the Fax-to-Fax Service, the Conference Calling Service, together (to the extent
mutually agreed upon in writing by the Parties) with all Updates thereto. From
time to time during the Term, the Parties may, by mutual agreement, designate
additional N2P Services as "Core Premium Services" or may remove certain N2P
Services from the definition of "Core Premium Services."

DOCUMENTATION. Documentation, as to any software or service, means all
documentation relating to the software or service provided to or used by end
users. Documentation as to the source code form of software also includes all
technical documentation and source code notations used or created by the
creating party or provided to or used by any support or other technical
personnel.

INDEPENDENT BUSINESS RELATIONSHIP. A commercial relationship between N2P and an
AIM Member whereby the AIM Member has either (i) purchased products or services
from N2P other than through the AIM Service (including, without limitation,
through the AIM IP Telephony Services), or (ii) voluntarily provided information
to N2P through a contest, registration, or other communication, which included
clear and conspicuous notice to the AIM Member that the information provided by
the AIM Member could result in a message or communication being sent to that AIM
Member by N2P or its agents

INITIAL TERM. "Initial Term" shall have the meaning set forth in Section 16.1.1
of this Agreement. The Parties acknowledge for avoidance of doubt that the
Initial Term ends upon expiration or earlier termination of this Agreement.

INTERACTIVE SERVICE. An entity offering one or more of the following: (i) online
or Internet connectivity services generally to the public (e.g., an Internet
service provider); (ii) an online interactive site or service featuring a broad
selection of aggregated third party interactive content (or navigation thereto)
(e.g., a "portal" or an online search and directory service) and/or marketing a
broad selection of products and/or services across numerous interactive commerce
categories (e.g., an online mall); (iii) a persistent desktop client offering
Internet or online connectivity services; and (iv) communications software
capable of serving as the principal means through which a user creates, sends
and receives electronic mail or real time or "instant" online messages (whether
by telephone, computer, PDA or other wireless mobile devices), including without
limitation greeting cards.

INTERACTIVE SITE. Any interactive site or area, including, by way of example and
without limitation, (i) a site on the World Wide Web portion of the Internet or
(ii) a channel or area delivered through a "push" product such as the Pointcast
Network or interactive environment such as Microsoft's Active Desktop.


                                       40
<PAGE>   41
IP TELEPHONY. Voice, video or facsimile service provided over one or more data
networks using an Internet Protocol (whether through one or more data networks
only or through one or more data networks interfacing with a public switched
telephone network).

MANAGEMENT COMMITTEE. A committee comprised of one senior executive from each of
AOL and N2P, formed for the purpose of resolving certain Disputes under this
Agreement (or related to the terms hereof) as set forth in Sections 17.1 of this
Agreement and generally overseeing the relationship between the Parties as
contemplated by this Agreement.

NET BUTTON ADVERTISING REVENUE. For any calendar quarter, (i) the [****]
(including cash and the value of any non-cash consideration) received by AOL, or
any Affiliate of AOL, from the sale of any Special Buttons, [****] in connection
with the sale of such Special Buttons (or, if no such commissions were incurred,
[****].

N2P COMPETITOR. A third party that provides IP Telephony services, provided that
such services constitute a significant portion of such competitor's business or
such competitor is a major participant in the business of providing IP Telephony
services.

N2P INDEMNIFIED PROPERTIES. (a) The elements of the N2P Services, the N2P
System, the AIM IP Telephony Services, the N2P Telephony Software and the AOL IP
Telephony Software (including, in each case, any Updates thereto) that are
supplied or developed (as between the Parties) by N2P or by third parties for or
on behalf of N2P and (b) the N2P Marks and the Products.

N2P INTERACTIVE SITE. Any Interactive Site which is managed, maintained, owned
or controlled by N2P or its agents.

N2P IP TELEPHONY SOFTWARE. The standard suite of client software products
distributed by N2P that enables the provision of IP Telephony services
comparable to the AIM IP Telephony Services (including any Updates thereto).

N2P SERVICES. IP Telephony services generally provided by N2P.

N2P SYSTEM. The software and related systems pursuant to which N2P provides the
N2P Services.

PARENT COMPANY. IDTCorp., a Delaware corporation with its principal office at
190 Main Street, Hackensack, NJ 07601.

PARENT COMPANY COMPETITOR. A third party that provides telecommunications
services generally to the public, provided that such services constitute a
significant portion of such competitor's business or such competitor is a major
participant in the business of providing telecommunications services.

PC OR PERSONAL COMPUTER. A multimedia-enabled, Internet-connected personal
computer that meets the minimum system requirements of each Party (including
those with respect to peripheral devices and Internet connectivity) and that
does not contain software or hardware which disables or adversely affects the
functionality of the Parties' services and software.

PC-TO-PC SERVICE. A PC-to-PC calling service, which shall allow any AIM Member
(through use of the AOL IP Telephony Software as distributed through the AIM
Service in accordance with the terms of this Agreement) to originate a voice
conversation on an Internet enabled PC and to terminate such conversation on
another Internet-enabled PC.

PRODUCT. Any product, good or service (other than carriage sold to commercial
carriers) which N2P (or others acting on its behalf) sells, provides,
distributes or licenses to AIM Members (or for which N2P recharges AIM Members
(e.g., in connection with the PTP Calling Card Service)) through (i) the AIM
Service, (ii) any other electronic means directed at AIM Members (e.g., e-mail
offers), or (iii) an "offline" means (e.g., toll-free number) for receiving
orders related to specific offers within any AIM IP Telephony


                                       41
<PAGE>   42
Service requiring purchasers to reference a specific promotional identifier or
tracking code, including, without limitation, electronically transmitted
products sold through surcharged downloads (to the extent expressly permitted
hereunder). A product, good or service shall constitute a Product only if
actually sold, provided, distributed or licensed through one of the foregoing
means, and shall not constitute a Product if sold, provided, distributed or
licensed through another means (e.g., through an alternative distribution
channel) to a person who also happens to be an AIM Member.

QUALIFIED AIM SERVICES. (i) The AIM Service, (ii) the AIM Client, and (iii) any
other Product or service which is owned or operated by AOL or any AOL Affiliate
or which is distributed by or through the AIM Service.

QUALIFIED INTERACTIVE SERVICES. Any entity offering (i) an interactive site or
service featuring a broad selection of aggregated third party interactive
content (or navigation thereto) (e.g., an online service or search and directory
service)and/or marketing a broad selection of products and/or services across
numerous interactive commerce categories (e.g., an online mall or other leading
online commerce site); (ii) a persistent desktop client; and (iii)
communications software capable of serving as the principal means through which
a user creates, sends and receives electronic mail or real time or "instant"
online messages (whether by telephone, computer or other means), including
without limitation greeting cards.

SEAMLESSLY INTEGRATE. Achieved by AOL, to the extent possible, using the N2P
provided toolkit to fully integrate the AIM IP Telephony Services (e.g.,
PC-to-Phone Service, PC-to-Fax Service) into the AIM Client such that the N2P
client software is not needed to run as a separate program in connection with
the provision of such AIM IP Telephony Services because the key functions are
integrated into the AIM Client.

SECONDARY AIM IP TELEPHONY SERVICES. The PC-to-Fax Service, the Fax-to-PC
Service, the Fax-to-Fax Service, the Conference Calling Service, the PC-to-Phone
Service and the Phone-to-PC Service.

SEVERITY 1 PROBLEMS. Problems with respect to any AIM IP Telephony Service that
halt or materially disrupt service execution, cause a major loss of the material
functionality of such AIM IP Telephony Service or otherwise create an emergency
which will cause significant financial or reputation loss or other significant
loss or business disruption to the provider of such AIM IP Telephony Service.

SEVERITY 2 PROBLEMS. Problems with any AIM IP Telephony Service that are not
Severity 1 Problems but that materially reduce the core functionality of such
AIM IP Telephony Service cause data corruption or damage, or otherwise require
prompt correction to maintain material use of the core functionality of such AIM
IP Telephony Service (such as, for example, a consistently reproducible problem
resulting in system crash or loss of core or material functionality, but which
can be avoided through a workaround without undue disruption).

SEVERITY 3 PROBLEMS. Problems with respect to any AIM IP Telephony Service,
including bugs, that are not Severity 1 Problems or Severity 2 Problems.

SPECIFICATIONS. "Specifications" shall have the meaning set forth in Section 2.1
of this Agreement. "Specifications" as to any AIM IP Telephony Service shall
mean the Specifications applicable thereto.

SURCHARGED AIM IP TELEPHONY SERVICES. The Core Premium Services and any other
AIM IP Telephony Service for which N2P charges a flat-rate, pre-minute or other
user fee or charge in accordance with the terms of this Agreement.

TERM. "Term" shall have the meaning set forth in Section 16.1.2 of this
Agreement. The Parties acknowledge for avoidance of doubt that the Term ends
upon expiration or earlier termination of this Agreement.

TRANSACTION REVENUES. Aggregate amounts actually paid by AIM Members to N2P and
its Affiliates for the purchase or other acquisition of any Products,
specifically including any recharges on the PTP Calling


                                       42
<PAGE>   43
Card Service, [****].

UPDATES. As to any product or service, all subsequent releases thereof including
maintenance releases and services patches, error corrections, upgrades,
enhancements, additions, improvements, extensions, modifications and new,
replacement or successor versions, products or service, and all related
Documentation.

YEAR. Each of Year One, Year Two, and Year Three. Such definition shall not
include the lowercase term "year", as the same is used in this Agreement.

YEAR ONE. The period commencing on the Effective Date and ending on the earlier
of (a) the fifteen (15) month anniversary of the Effective Date; or (b) one (1)
year from the launch of any of the Core Premium Services.

YEAR TWO. The period commencing on the day immediately following the end of Year
One and ending on the one (1) year anniversary thereof.

YEAR THREE. The period commencing on the day immediately following the end of
Year Two and ending on the one (1) year anniversary thereof.


                                       43
<PAGE>   44
                                    EXHIBIT C

                N2P HOSTING AND IP TELEPHONY SUPPORT OBLIGATIONS


N2P will host a Co-Branded Site as outlined in Exhibit B (unless and until AOL
decides to assume operational control of such Co-Branded Site). Such Co-Branded
Site shall perform according to the following standards:

BRANDING OF SITE: AIM will be the lead brand on the site with a powered by N2P
tag line.

DESIGN OF SITE: AOL will retain creative and graphical control of the look and
feel and overall design of the site to maintain close ties and linkages with AIM
web properties and cohesive user experience throughout.

DOMAIN OF SITE: Domain name must be AOL.com root (e.g., N2P.aim.aol.com).

PURPOSE OF SITE: To sell AIM Cards and promote AIM. AOL, in its sole discretion,
may also provide an outlet for AIM-driven retail purchases using the AIM Card as
currency. The site must include, without limitation, a store-front, merchant
retail tracking and services, shopping cart and checkout facilities, and retail
item cataloging, checking of balances, changing of account information, gift
purchases.

MERCHANT SERVICES: Enable AOL to promote and sell hard goods and services that
it markets through partnerships and other agreements.

CARD USAGE ON PARTNER SITES: If AOL elects, in its sole discretion, to provide
check out services for AIM partners that agree to accept the AIM Card as
currency for retail transactions, [****]. AOL will provide N2P with an approved
list of partner sites.

LAUNCH: The Co-Branded Site will be available upon launch of the first Core
Premium Service, and will in each period reflect the AIM IP Telephony Service
offerings available for use by AIM Members at such time.

WEB BACKEND AVAILABILITY AND SERVICE RESPONSE: Minimum acceptability [****]
uptime, including scheduled and unscheduled updates, maintenance, etc. Planned
system downtime should be communicated to AOL with at least [****] lead time.
There must be a turn around time for resolution within [****] of reporting the
problem; provided that if the problem is a Severity One or Severity Two Problem,
the turn around time must be within [****]. An escalation provided shall be
necessary if the such times are exceeded (e.g., call tree). Web pages load,
links work, data delivered at least [****] of the time. All pages should
completely load (including images).

WEB CONTENT: N2P will provide AOL access to Content to make editorial
refinements that bring AOL's voice to basic content pages, but will not be
required to provide AOL access to the N2P server for such purposes. Such changes
will not include pricing and promotional offers.

ACCOUNT MANAGEMENT: AIM Members will be able to access web-based billing
information and account management services [****] of the time. In the event
that the system is down, AIM Members will see a screen announcing technical
difficulties except in the case where the server is down.

SECURITY AND BILLING: Security features will be generally reliable. Credit card
transactions will be protected by industry standard encryption methods such as
SSL Billing system to be [****] accurate.

REPORTING: N2P to provide monthly reports identifying traffic to each major
section and page, including number of page views. Reports should be delivered
within [****] after the end of each month, and reports should be [****]
accurate.


                                       46
<PAGE>   45
AD SERVING: In the event that N2P and AOL agree to deliver Advertisements on the
Co-Branded Site, N2P will work with AOL to add enabler pages for the serving of
any such Advertisements by AOL.

CUSTOMER SERVICE INBOUND PHONE CALLS: N2P will support all end user
issues/problems for the Phone-to-Phone, PC-to-Phone (as applicable), PC-to-Fax,
Fax-to-PC, and Phone-to-PC Services via telephone, after reasonable e-mail and
web-based support efforts have failed. For such telephone calls, [****] of such
calls will be answered within [****] during standard business hours (9am - 5pm
EST), and abandoned calls will be less than 8%. Phone messages that are taken
will be answered within [****], except in the case of any holidays (which such
holidays will not exceed [****] during [****] period), during which N2P will use
commercially reasonable efforts to respond to such phone messages within [****].

CUSTOMER SERVICE INBOUND E-MAILS: N2P will acknowledge [****] of e-mails within
[****], and respond to [****] of e-mails within [****]. Answers will be accurate
90% of the time. 95% of problems will be resolved within [****], except in the
case of any holidays (which such holidays will not exceed [****] during any
[****], during which N2P will use commercially reasonable efforts to respond to
such phone messages within [****].


                                       47
<PAGE>   46
                                    EXHIBIT E

                                 CROSS-PROMOTION


         Net2Phone shall prominently promote AOL or the AIM Service, provided
that the manner of such promotion shall be determined by N2P in its reasonable
discretion upon prior consultation with AOL. The initial promotions of the AIM
Service shall be as follows (and each subsequent promotion during the Initial
Term shall be consistent with the following requirements):

A.       Within each N2P Interactive Site other than any N2P Interactive Site
         (including, without limitation, the N2P client and any N2P web
         properties hosted by N2P or any N2P Affiliate) that is co-branded with
         another Qualified Interactive Service (the "Cross-Promo N2P Interactive
         Sites"), N2P shall include the following (collectively, the "AOL
         Promos"): (i) a prominent promotional banner or button (at least 90 x
         30 pixels or 70 x 70 pixels in size) appearing (A) "above the fold" on
         the first screen of the N2P Interactive Site located at
         www.net2phonedirect.com and (B) on any other N2P Interactive Site, in
         the most prominent, commercially reasonable location (whether "above
         the fold" on the first screen thereof or otherwise), in each case to
         promote the AIM Service; or (ii) a prominent "Try AOL" feature (at
         least 90 x 30 pixels or 70 x 70 pixels in size) through which users can
         obtain promotional information about AOL products or services
         designated by AOL (and approved by N2P) and, at AOL's option, download
         either the then-current version of the AIM Client or such other
         AOL-branded software or, as determined by AOL in its reasonable
         discretion, the then-current version of the appropriate localized AIM
         client or such other AOL-branded software. AOL will provide the
         creative content to be used in the AOL Promos (including designation of
         links from such content to other content pages). N2P shall promptly
         post (or update, as the case may be) the creative content supplied by
         AOL within the spaces for the AOL Promos, and in no event later than
         ten (10) business days following its receipt of such content from AOL.
         Without limiting any other reporting obligations of the Parties
         contained herein, N2P shall provide AOL with monthly written reports
         specifying the number of impressions to the pages containing the AOL
         Promos during the prior month. In the event that AOL elects to serve
         the AOL Promos to the Cross-Promo N2P Interactive Sites from an ad
         server controlled by AOL or its agent, N2P shall take all reasonable
         operational steps necessary to facilitate such ad serving arrangement
         including, without limitation, inserting HTML code designated by AOL on
         the pages of the Cross-Promo N2P Interactive Sites on which the AOL
         Promos will appear.

B.       In N2P's television, print and "out of home" (e.g., buses and
         billboards) advertisements and in any publications, programs, features
         or other forms of non-interactive media (excluding radio) (i) over
         which N2P exercises at least significant editorial control, (ii) which
         are not co-branded with another Qualified Interactive Service (unless
         otherwise agreed upon by the Parties) and (iii) which relate to IP
         Telephony products or services, N2P will include specific, prominent
         references or mentions (verbally where possible) to the AIM Service or
         other AOL-branded product or service (as designated by AOL) (by way of
         site name, related company name or otherwise) (i.e., N2P shall promote
         [****] of the time, and [****] of the time, as designated by AOL).
         Without limiting the generality of the foregoing, N2P's listing of the
         "URL" for any N2P Interactive Site which is not co-branded with any
         Qualified Interactive Service may be accompanied by a prominent listing
         of the "search keyword" term on AOL (or other AOL properties) for the
         AIM IP Telephony Services (except in the event that such URL is the
         most prominent feature of any such advertisement or promotion, in which
         case the AOL "search keyword" shall not be required to be of equal
         prominence). N2P shall not be required to include such references or
         mentions in those instances in which, in its reasonable discretion,
         such promotion is economically prohibitive.

C.       In the event that N2P places buttons on a version of the N2P client
         that is not co-branded with any Qualified Interactive Service to
         promote N2P or other products or services, N2P shall utilize a


                                       50
<PAGE>   47
         portion of such buttons (i.e., at least one (1) such button) to launch
         or promote the AIM Service, or such other AOL-branded product or
         service, designated by AOL.

D.       In the event that N2P sends correspondence that is not co-branded with
         any Qualified Interactive Service (e.g., account fulfillment, customer
         service mailings, etc.) to its customers via regular mail, N2P shall
         utilize a portion of such correspondence to promote the AIM Service
         and/or such other AOL-branded product or service, as designated by AOL.

E.       AOL shall have the [****] for a period of [****] from the Effective
         Date to sell N2P buttons or other advertisements based upon N2P
         advertising standards (including, N2P's available technology, pricing,
         third party serving capacity, etc.). After such [****] period, the
         continuation of such [****] period shall be subject to the mutual
         agreement of the Parties.

F.       Net2Phone shall provide to AOL promotional AIM Cards with a pre-paid
         balance at no charge. The parties shall mutually agree upon the number
         of cards to be provided to AOL and the amount of the pre-paid balance
         on such cards.


                                       51
<PAGE>   48
                                                               EXECUTION VERSION


                                    EXHIBIT I

                         DELIVERY DATES AND CUTOFF DATES


<TABLE>
<CAPTION>
--------------------------  ---------------------  ----------  ------------  -----------
CORE PREMIUM                DELIVERY DATE          MAXIMUM     MAXIMUM       CUTOFF DATE
SERVICE                     TO AOL                 AOL REVIEW  CURE PERIOD
                                                   PERIOD
<S>                         <C>                    <C>         <C>           <C>
--------------------------  ---------------------  ----------  ------------  -----------

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

--------------------------  ---------------------  ----------  ------------  -----------
Phone-to-Phone              No later than          [****]      Period until  [****]
                            [****] from the                    Cutoff Date
                            Effective Date
--------------------------  ---------------------  ----------  ------------  -----------
PC-to-Phone                 No later than          [****]      Period until  [****]
                            [****] from the                    Cutoff Date
                            Effective Date
--------------------------  ---------------------  ----------  ------------  -----------
PC-to-Fax, Fax-to-PC        No later than          [****]      Period until  [****]
                            [****] from the                    Cutoff Date
                            Effective Date
--------------------------  ---------------------  ----------  ------------  -----------
Phone-to-PC                 No later than          [****]      Period until  [****]
                            [****] from the                    Cutoff Date
                            Effective Date
--------------------------  ---------------------  ----------  ------------  -----------
Conference Calling Service  No later than [****]   [****]      Period until  [****]
                                                               Cutoff Date
--------------------------  ---------------------  ----------  ------------  -----------
</TABLE>


                                       54
<PAGE>   49
                                                               EXECUTION VERSION


                                    EXHIBIT J

                                    N2P MARKS




                                        Net2Phone


                                [NET2PHONE LOGO]



                              POWERED BY NET2PHONE



                                [NET2PHONE LOGO]


                                       55
<PAGE>   50
                                                               EXECUTION VERSION


                                    EXHIBIT K

                            QUALIFIED N2P COMPETITORS


                                     [****]


                                       56