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                                                                   Exhibit 10.93

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

                  STRATEGIC DEVELOPMENT AND MARKETING AGREEMENT

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

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

1.0 OBJECTIVES. AOL and Sun intend to cooperate in the development and marketing
of software and services in the area of electronic commerce and extended
communities and connectivity ("EC(2)") to businesses worldwide. The parties
intend to offer together an integrated, end-to-end solution including consumer
traffic, dial-up connectivity, network services, client software, server
software, computer systems, computer hardware, professional services, help desk
and service and support, but, subject to the terms and conditions herein, each
party would be free to offer its components in conjunction with competitive
components from third-parties. As described in this Agreement, some components
of such solution will be collaboratively developed, and some will be developed
principally or entirely by AOL or Sun. The solution offered by the parties is
expected to include traffic from AOL's multiple brands and related directory
services, configurable Netcenter or AOL.Com services and information, AOL
network access services, AOL instant messaging functionality, Sun support
services, Sun or AOL consulting services and Netscape or AOL outsourcing
services. As described in this Agreement, some components of such solution will
be marketed and sold by both parties pursuant to collaborative marketing and
sales plans, and some components would be marketed and sold by AOL or Sun only.
The business objectives of the parties include the following:

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



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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
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        1.2 Sustain and grow leadership in the browser marketplace for both
        consumers and the enterprise to deeply penetrate the enterprise desktop
        environment.

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

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

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

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

        1.7    *** APPROXIMATELY 3 LINES OMITTED ***

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

2.0     SOFTWARE TO BE DEVELOPED. The parties intend to develop the following
products:

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

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



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

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

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

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

3.0     DEVELOPMENT RESPONSIBILITIES.

        3.1 AOL DISTRIBUTED COMMUNICATOR CLIENT. AOL will develop the AOL
        Distributed Communicator Client, *** APPROXIMATELY 4 LINES OMITTED ***

        3.2 THIRD PARTY COMMUNICATOR CLIENT. AOL will, with assistance from Sun,
        develop the Third Party Communicator Client, *** APPROXIMATELY 6 LINES
        OMITTED ***

        3.3 OEM COMMUNICATOR CLIENT. AOL will, with assistance from Sun, develop
        the OEM Communicator Client,*** APPROXIMATELY 6 LINES OMITTED ***

        3.4 NEW BROWSER. AOL will, with assistance from Sun, develop the New
        Browser, *** APPROXIMATELY 8 LINES OMITTED ***



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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        3.5 NETWORK APPLICATION AND SERVER SOFTWARE. AOL and Sun will
        collaboratively develop the Network Application and Server Software, ***
        APPROXIMATELY 3 LINES OMITTED ***. AOL and Sun shall cooperate and
        coordinate their development efforts so that, to the extent commercially
        reasonable, the Client Software shall be compatible with and support the
        interfaces, protocols and APIs of the Network Application and Server
        Software in the Product Suites and vice versa.

        3.6 JAVA TECHNOLOGY. The parties agree to use reasonable efforts to
        modify the existing Netscape browser to develop the New Browser to
        incorporate, for each System Platform, the most current release
        available of the complete Java Runtime Environment (JRE) on all System
        Platforms for which Sun has a JRE available. The parties agree to use
        all reasonable efforts to ensure that Java code executing on the JRE so
        invoked has the same access privileges and capabilities as Java code
        running native on the operating system and can display user interfaces
        within the browser window consistent with the user experience of running
        Java applets today, provided that Sun provides such JRE to AOL, *** in
        binary form in a fully operational and commercially viable form. Without
        limiting the foregoing, AOL shall have no obligation to incorporate into
        any browser any JRE provided by Sun that fails to operate properly on
        the applicable System Platform for such version of such browser due to
        the fault of Sun or any party other than AOL, or *** or which would
        cause a material degradation in the performance characteristics of such
        browser relative to competitive browsers in the marketplace, or which
        cannot ***APPROXIMATELY 8 LINES OMITTED*** Without limiting the
        foregoing, with respect to the *** AOL shall have no obligation to
        ***APPROXIMATELY 3 LINES OMITTED*** Sun agrees to provide error
        corrections and bug fixes for the JREs on all supported System Platforms
        pursuant to its standard terms of support (but without fee to AOL). In
        the event Sun fails to provide such error corrections and bug fixes in a
        timely commercially reasonable manner, Sun shall, pursuant to the TLDA
        entered into between AOL and Sun, provide AOL with the source code, test
        suites and related development tools for such JREs and the right to use
        such source code, test suites and related development tools for the
        purpose of supporting and maintaining such JREs in accordance with the
        TLDA. Sun agrees to use reasonable efforts to *** In order to permit the
        binary JRE to be integrated into such browsers, AOL agrees to use
        reasonable efforts to incorporate and support the Open Java Interface in
        such browsers. AOL and Sun agree to collaborate and consult with one
        another and to cooperate with one another in good faith in an effort to
        define and integrate this interface into such browsers for use by the
        JREs in such browsers. AOL further agrees that if such incorporation of
        the JRE is successfully implemented in a version of such browser for any
        applicable System Platform, AOL will incorporate such version of such
        browser in the versions of the OEM Communicator Client, Third Party



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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
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                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        Client and AOL Distributed Communicator Client for such System Platform
        *** If the JRE is so incorporated in the OEM Communicator Client, Third
        Party Client or AOL Distributed Communicator Client, and AOL elects to
        distribute any version of such product via download, such version shall
        either be the JRE enabled version of such product, or AOL will make the
        JRE enabled version of such product available for download in addition
        to any non-JRE enabled version of such product made available for
        download. If the JRE is so incorporated in the OEM Communicator Client,
        Third Party Client or AOL Distributed Communicator Client, and AOL
        elects to distribute any version of such product via CD-ROM, the version
        of the product distributed by AOL via CD-ROM will be such JRE-enabled
        version, to the extent contractually permissible and subject to size
        limitations, and provided that AOL shall have no obligation to require
        that its OEMs include the JRE-enabled version. AOL shall have the right
        to distribute via download a smaller version of the New Browser without
        the JRE, provided such version has hooks that permit the user optionally
        to download and install the JRE. AOL will consider as part of the
        Collaborative Development Work Plans whether to expose to the JRE all
        public and private developer interfaces within the browser (including,
        without limitation those in NSHTML.DLL), but shall have no obligation to
        do so. AOL's obligations pursuant to this Section 3.6 are conditioned
        upon Sun's granting to AOL *** any rights to Java technology necessary
        to comply with this Section 3.6. In the event of any inconsistency or
        conflict between this Section 3.6 or Section 9.8.1 of this Agreement and
        the TLDA entered into between Sun and AOL, the terms of this Section 3.6
        and the terms of Section 9.8.1 shall control.

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

        3.8 JRE BUNDLING ON CD-ROMS. On any CD-ROMs on which AOL ships the AOL
        classic client and on which AOL provides installation options permitting
        third party software other than AOL classic client software to be a
        separate installable item, ***APPROXIMATELY 3 LINES OMITTED*** AOL
        agrees, subject to any third party contractual limitations, to use
        reasonable efforts to co-package the latest version of the JRE with such
        client and to offer to users an installation option to install such JRE,
        provided that the JRE meets commercially reasonable standards making it
        suitable for inclusion and installation, including without limitation
        reasonable quality assurance and size limitations. AOL shall have no
        obligation to display such installation option until after



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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        the user has gone through any included registration process for any AOL
        Service Offering. AOL will also consider including*** APPROXIMATELY 6
        LINES OMITTED ***

        3.9    DESIGN OF CLIENTS. *** APPROXIMATELY 7 LINES OMITTED ***.

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

4.0     SALES AND MARKETING.

        4.1     CUSTOMERS.

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

                4.1.2   AOL COMMITTED SALES FORCE. Sun acknowledges that AOL
                        intends to commit an AOL sales force to target sales by
                        AOL to AOL EC Service Opportunities. Such sales force
                        may consist of (i) AOL interactive marketing sales
                        personnel and (ii) the current Netscape Netcenter sales
                        personnel. AOL shall bear all costs of such committed
                        sales force. Sun shall provide reasonable assistance to
                        AOL, as reasonably requested by AOL from time to time,
                        in connection with this AOL committed sales effort. Sun
                        shall provide such assistance through the sales and
                        marketing resources that Sun is required to provide
                        pursuant to the provisions of Section 4.1.3 and the
                        Marketing and Sales Plan, which may include access to
                        and participation of Sun employees who are not part of
                        the collaborative



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                        sales team, such as Sun technical personnel. Sun also
                        acknowledges that AOL intends to maintain a professional
                        services group to support AOL EC Services Opportunities
                        independent of any persons providing collaborative
                        services pursuant to this Agreement.

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

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

                        4.1.4.1 AOL AND NETSCAPE SOFTWARE AND ASSOCIATED
                                SERVICES. AOL will receive 100% of the revenues
                                (and pay all of the associated cost of goods)
                                collected from any sale or license of AOL and
                                Netscape products and Associated Services,
                                including without limitation from sales or
                                licenses of the AOL Distributed Communicator
                                Client and Associated Services (but excluding



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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
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                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


                                Existing Netscape Software and Existing Netscape
                                Software Upgrades and Associated Services), less
                                a sales commission equal to *** of such revenues
                                which shall be payable to Sun if a Sun
                                salesperson was primarily responsible for making
                                the sale of the AOL products or Associated
                                Services.

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

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

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

                        4.1.4.5 SALES BONUS. To the extent the amounts payable
                                to AOL in any quarter that are applied to the
                                Minimum Commitment exceed one



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

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

        4.2     ADDITIONAL REVENUE DETERMINATION AND ALLOCATION PROVISIONS

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

                4.2.2   SPECIAL REVENUE ALLOCATIONS. Notwithstanding anything to
                        the contrary herein, including without limitation the
                        provisions of Section 4.1.4, AOL shall retain all
                        collected revenues from existing Netscape OEM and
                        customer contracts (including without limitation
                        revenues collected in connection with any existing
                        service, development, support, maintenance, reseller,
                        VAR, OEM and other contracts) and existing contracts for
                        the



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                        sale and distribution of Existing Netscape Software and
                        any updates, enhancements and/or new releases thereof.
                        As used in this Section 4.2.2, the term "existing
                        contracts" shall mean any contracts entered into on or
                        before the Closing Date for the duration of the
                        remaining term of such contracts as well as any
                        extensions or renewals of the term of such contracts to
                        the extent the customer or OEM elects to exercise any
                        unilateral right of extension or renewal contained in
                        such existing contracts. AOL and Sun each shall retain
                        their existing customer contracts for the Netscape
                        client software, with all service, maintenance and
                        support provided by AOL, to the extent Netscape is
                        obligated to provide such service, maintenance and
                        support under existing service, maintenance and support
                        agreements, and all service, maintenance and support
                        provided by Sun, to the extent Sun is obligated to
                        provide such service, maintenance and support under
                        existing service, support and maintenance agreements.
                        AOL and Sun will each have the right to fulfill its
                        respective obligations under existing contracts,
                        notwithstanding anything to the contrary contained in
                        this Agreement

        4.3 PRIORITY OF MARKETING BY SUN. In conducting its marketing
        activities, Sun shall prioritize the marketing of the following client
        products, where they exist for the customer platform, in the following
        manner:

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

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

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

        *** APPROXIMATELY 7 LINES OMITTED ***

        4.4 AOL SERVICE COMPONENTS AND SERVICE OFFERINGS. AOL and Sun each
        agrees actively to market, promote and support the Product Suites.
        Without limiting the foregoing, Sun will actively market, promote and
        support the AOL Service Components and AOL Service Offerings that are
        incorporated into products comprising the Product



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

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

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



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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        Executive Representative believes that negotiation will not succeed in a
        timely fashion, he or she may refer such dispute to the two chief
        executive officers to resolve. The Incentive Plan referred to in Section
        13.1 will set forth the method by which Sun will provide incentives to
        its sales force to achieve the requisite penetration rate. The
        escalation procedures set forth in this Section 4.6 shall constitute
        AOL's sole and exclusive remedy for any failure to achieve the specified
        target penetration rate.

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

        4.8 WARRANTIES, INDEMNIFICATION AND SUPPORT. Sun shall have the
        exclusive right to provide and will provide all warranty and support
        services in connection with sales and licenses (other than pursuant to
        existing contracts as set forth in Section 4.2.2) by the collaborative
        sales force and by the dedicated AOL sales force of the Product Suites,
        including warranty and support services for supported Systems Platforms
        other than the Sun Systems Platform, which may include Systems Platforms
        such as Windows NT, HP-UX, Linux and IBM AIX. Sun will fulfill warranty
        and support obligations in connection with all sales and licenses by AOL
        arising from sales by the collaborative sales force and by the dedicated
        AOL sales force of the Product Suites (other than pursuant to existing
        contracts as set forth in Section 4.2.2). In consideration of Sun's
        providing such support services, AOL will pay to Sun the sum of One
        Million Dollars ($1,000,000) per month during the term of this
        Agreement. In addition, Sun will, at the request of AOL, fulfill
        warranty and support obligations for existing contracts as set forth in
        Section 4.2.2 ***. Such support services shall include frontline
        technical support, including call receipt, call screening, installation
        assistance, problem identification and diagnosis, and other standard
        support services customarily provided by Sun's twenty-four hour per day,
        seven day per week support center. Backline escalation support shall be
        provided by the collaborative development team. Sun shall defend,
        indemnify and hold AOL harmless from all third party claims and
        allegations relating to alleged breach or failure to provide support
        services or breach of support service obligations under Sun's standard
        maintenance contracts under which it is obligated to support the Product
        Suites. AOL will promptly notify Sun in writing of any such claim or
        allegation giving Sun the sole right of defense and settlement, and will
        assist Sun, at Sun's expense (except for the value



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<PAGE>   13


        of time of AOL employees), to defend or settle such claim or allegation.
        AOL shall have the right to employ separate counsel and to participate
        in the defense of such claim at its own cost. Sun shall not be liable
        for litigation expenses of or settlements by any third parties unless
        Sun agrees in writing.

5.0     MANAGEMENT PROCESS FOR DEVELOPMENT AND SALES AND MARKETING.

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

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

        5.3 MANAGEMENT PROCESS FOR CLIENT SOFTWARE DEVELOPMENT AND NETWORK
        APPLICATION AND SERVER SOFTWARE DEVELOPMENT.

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

                5.3.2   POWERS OF DEVELOPMENT LEAD EXECUTIVES; DEPUTY LEAD
                        EXECUTIVES. The Lead Executive shall maintain and revise
                        the corresponding



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

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

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

                5.3.5   COLLABORATIVE DEVELOPMENT WORK PLANS. Prior to the
                        Closing Date, the Lead Executive and Deputy Lead
                        Executives shall establish and attach



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

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

                5.3.7   NON-DISCLOSURE; LIMITATIONS ON WORK ON OTHER
                        DEVELOPMENT. All individuals engaged in Collaborative
                        Development Activities will be prohibited from using or
                        disclosing any confidential information or trade secrets
                        learned or developed in the course of such Collaborative
                        Development Activities other than in the course of their
                        work on the Collaborative Development Activities or
                        their work for AOL or Sun, respectively. AOL and Sun
                        each acknowledges that the parties may have to establish
                        procedures and/or enter into supplemental
                        confidentiality agreements to address issues that may
                        arise in connection with Collaborative Development
                        Activities, such as, by way of example, the use of
                        confidential information of third parties which one
                        party may not have the right to disclose to the other
                        party. In addition, AOL and Sun each agrees that after
                        it has assigned developers to the Collaborative
                        Development Activities, it shall use reasonable efforts
                        to keep such individuals assigned to the Collaborative
                        Development Activities, and




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                        AOL and Sun each agrees that it will not reassign
                        multiple employees engaged in the Collaborative
                        Development Activities to work on similar or competitive
                        development activities for other customers, clients, or
                        strategic partners. If AOL or Sun reassigns an
                        individual employee to work on similar or competitive
                        development activities for a customer, client, strategic
                        partner or other third party, such party to this
                        agreement shall advise the customer, client, strategic
                        partner or other third party that such employee was
                        involved in similar or competitive development
                        activities pursuant to this Agreement and that such
                        individual is subject to a confidentiality and
                        non-disclosure agreement prohibiting such individual
                        from using or disclosing any confidential information or
                        trade secrets learned or developed in the course of such
                        Collaborative Development Activities.

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

        5.4     MANAGEMENT PROCESS FOR SALES AND MARKETING.

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




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

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

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

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



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6.0     OTHER DEVELOPMENT AND MARKETING RIGHTS AND LIMITATIONS.

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

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

        6.3 SUN DEVELOPMENT. Subject to the provisions of Sections 6.6 and 6.7,
        Sun is free to develop at its own expense additional client, server and
        application software, functionality and features for EC(2). Any such
        software developed by Sun independently which is not a derivative work
        of the Existing Netscape Software or the Collaborative Software and was
        not developed pursuant to any Collaborative Development Work Plan shall
        not constitute Collaborative Software or Designated Collaborative
        Software, and Sun shall own such independent developments and all
        proprietary rights therein.

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

        6.5 REPLACEMENT OF IE BROWSER. To the extent contractually permissible,
        AOL will periodically evaluate replacing the browser component of
        Microsoft Internet Explorer browser with the New Browser in the AOL
        classic online service offering and to use the New Browser in clients
        for other brands such as ICQ and CompuServe, provided that the parties
        acknowledge that AOL has no present intention to make any such
        replacement or use and shall have no obligation to make any such
        replacement or use, and that it is AOL's present expectation that it
        will not seek to terminate or limit its present agreement




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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        and may seek to renew and/or extend and expand its present agreement
        with Microsoft Corporation to continue to distribute Microsoft Internet
        Explorer. It is acknowledged that among the critical issues for AOL in
        evaluating the merits of any such possible replacement would be ***
        APPROXIMATELY 8 LINES OMITTED ***

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

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

        6.8 IMPACT OF LICENSE TO COMPETING OEM. If, during the term of this
        Agreement, AOL grants an OEM license to any of the network application
        and server software comprising the Existing Netscape Software or any
        derivative works thereof developed by



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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        AOL to any other Systems Platform suppliers, each such transaction must
        be structured so that the revenues to AOL reflect *** and in such event
        the Minimum Commitment as set forth in Section 4.5 for each quarter
        subsequent to AOL granting such a license shall be reduced by *** of the
        consideration received by AOL during the preceding quarter pursuant to
        such license agreement for the rights granted to such OEM with respect
        to any such software, provided that in the event AOL receives an upfront
        large sum or advance pursuant to such an agreement, the reduction
        arising from such amount shall be applied pro rata across all then
        remaining quarterly Minimum Commitments.

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

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




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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        such AOL staffing with respect to mix of salary levels changes
        materially, Sun and AOL will negotiate in good faith adjustments to such
        *** per person shortfall reduction.

7.0     ESCALATION AND DISPUTE RESOLUTION FOR COLLABORATIVE DEVELOPMENT AND
MARKETING AND SALES.

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

        7.2 DEADLOCK ON MAJOR DISPUTES. ***APPROXIMATELY 48 LINES OMITTED***

8.0     PAYMENT TIMING PROVISIONS.

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



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        from March 21, 2000 through March 30, 2000 shall be the applicable
        prorated portion of $82,500,000, which amount shall also be due and
        payable on January 1, 2000.

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

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

9.0     INTELLECTUAL PROPERTY RIGHTS.

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

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



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<PAGE>   23


        technology created through Collaborative Development Activity to create
        the Network Application and Server Software and all newly-created
        intellectual property rights therein.

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

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

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




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<PAGE>   24


        9.6    LICENSE TO EXISTING NETSCAPE SOFTWARE.

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



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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


                        Encumbrances, in a priority order to be specified by
                        AOL. After the Closing Date, AOL shall continue such
                        efforts. In no event shall AOL and Netscape be obligated
                        to spend, in the aggregate, more than $25 million in
                        out-of-pocket expenses or like-kind consideration in
                        connection with attempting to remove, limit or diminish
                        such Encumbrances. Sun and AOL will consider the scope
                        and impact of any such Encumbrances in determining what
                        work to undertake pursuant to the Collaborative
                        Development Plans and the products to be included in the
                        Product Suites.

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

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

        9.7 POST TERMINATION RIGHTS. The license rights of the parties following
        expiration or termination of this Agreement are set forth in Sections
        14.5 and 14.7.




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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        9.8    LICENSE FEES.

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

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

10.0    NETCENTER.

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

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

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

        10.4 PROMOTION. Sun agrees to cooperate with AOL to make the Netcenter
        the Sun default network portal for the Product Suites and to help gain
        additional traffic for the Netcenter. Without limiting the foregoing,
        the Netcenter will be the default home page in the New Browser, Third
        Party Communicator Client and OEM Communicator Client, any client
        applications developed by Sun pursuant to Section 3.10, the HotJava
        browser




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<PAGE>   27


              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        and, to the extent practicable and commercially reasonable, the Bedouin
        browser or any other thin client browser used on platforms other than
        personal computers and workstations, although Sun customers shall not be
        required to maintain such home page against their will. ***
        APPROXIMATELY 5 LINES OMITTED *** Sun shall always position the
        Netcenter in its meetings, promotions and advertising no less favorably
        than any other portal addressed in such meetings, promotions and
        advertising, if any, but the parties recognize and agree that the
        objectives of this Agreement require that Sun market and distribute the
        Product Suites and System Platform to other connectivity and portal
        vendors without restriction, and in such cases such other connectivity
        and portal vendors shall have the right to use and promote their own
        home pages and/or portals in connection with the Products Suites and
        System Platform.

11.0    SYSTEMS PLATFORM.

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

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

12.0    BRANDING.

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

        12.2 BRAND NAMES AND TRADEMARKS. Subsequent to the execution of this
        Agreement and prior to the Closing Date, AOL and Sun shall negotiate in
        good faith and enter into a written trademark license, which shall
        include reasonable and customary terms, including appropriate quality
        control provisions, pursuant to which AOL shall license to Sun on a
        royalty-free, non-sublicensable basis effective as of the Closing Date:
        (a) the right to use the Netscape Communicator trademark in connection
        with the Third-Party Communicator




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                                       27

<PAGE>   28


        Client and related sales and marketing materials, and shall license to
        Sun the right to use successors or replacements of the Netscape
        Communicator trademark in connection with the Third-Party Communicator
        Client and related sales and marketing materials, provided the
        Third-Party Communicator Client meets the requirements for branding with
        such mark(s); (b) the right to use the Netscape trademarks that Netscape
        currently uses as the titles for the Existing Netscape Software in
        connection with the collaborative marketing and sales of the Existing
        Netscape Clients pursuant to this Agreement; and (c) such other
        trademarks, if any, as AOL and Sun may mutually agree. Such trademarks
        shall be licensed to Sun following expiration or termination of this
        Agreement subject to reasonable quality control requirements and a
        reasonable transition period (not to exceed fifteen (15) months) and
        plan which shall be set forth in the definitive trademark license. Such
        trademark license shall also provide for a trademark license from AOL to
        Sun to use the Netscape Communicator trademark, and such other
        trademarks, if any, as AOL and Sun may mutually agree, for any software
        developed by Sun pursuant to Section 3.10, subject to such software
        meeting AOL's reasonable quality control and other transition
        requirements for such branding and subject to a phase-out of Sun's use
        of such trademarks in connection with such products after a reasonable
        transition period (not to exceed fifteen (15) months).

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

13.0    EMPLOYEE INCENTIVES.

        13.1 INCENTIVE PLAN. The parties recognize and agree that proper
        motivation and economic incentives for their respective employees
        engaged in the Collaborative Development Activity and collaborative
        marketing and sales is essential to its success and shall create and
        operate an Incentive Plan ("Incentive Plan") for all employees




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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.



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

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

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

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

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

14.0    TERMINATION.

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

        14.2 EARLY TERMINATION. This Agreement assumes the intended merger of
        Netscape and AOL. If the Closing Date does not occur on or before June
        30, 1999, the parties agree to negotiate in good faith for a period of
        thirty (30) days thereafter in an effort to





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<PAGE>   30


        agree on alternative terms to achieve as much as possible the same
        effect as this Agreement using solely Sun technology, provided that if
        the parties fail to agree on such alternative terms within such thirty
        (30) day period, either party may elect to terminate this Agreement by
        giving written notice to the other party.

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

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





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<PAGE>   31


        AOL's right to enforce the limitations set forth in this Agreement on
        the scope or duration of such licenses. Sun shall be entitled to
        injunctive relief to prevent AOL from terminating or limiting such
        licenses in any way other than as expressly allowed in this Section.

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

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

        14.7   SUN POST TERMINATION LICENSE RIGHTS.

                14.7.1  DESIGNATED PRODUCTS. As used in this Agreement,
                        "Designated Products" means (a) any network applications
                        and server software included in the Product Suites or
                        marketed and sold through Collaborative Marketing and
                        Sales Activities pursuant to the Marketing and Sales
                        Plan at any time during the term of this Agreement, and
                        (b) the Designated Collaborative Software. Except as
                        provided in Section 14.3, Sun and Sun International B.V.
                        shall be granted effective upon expiration or
                        termination of this Agreement a Software License to the
                        Designated Products and shall be free following any
                        expiration or termination of this Agreement to further
                        develop and enhance any Designated Products for their
                        own respective accounts in all respects, shall be
                        entitled to full ownership of any Sun and Sun
                        International B.V. separately developed code based on or
                        derived from the Designated Products, including without
                        limitation any Sun





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              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


                        separately developed modifications and enhancements to
                        the Designated Products, shall have no duty to account
                        to or pay AOL with respect to any use or exploitation of
                        the Designated Products, and shall not be subject to any
                        limitations on field of use with respect to the
                        Designated Products (including without limitation those
                        limitations set forth in Sections 6.3, 6.6 and 6.7 of
                        this Agreement), provided that (a) AOL may elect to
                        require that, within one hundred eighty (180) days
                        following any expiration or termination of this
                        Agreement, Sun cease to distribute and remove from any
                        Designated Products and derivative works thereafter
                        marketed or distributed by Sun and Sun International
                        B.V. any or all AOL Service Components, as specified by
                        AOL, and (b) such license shall be subject to any
                        contractual restrictions with third-parties for the
                        duration of such contractual restrictions.

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

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

        14.8    PURCHASE OF SUN PRODUCTS AND SERVICES POST-TERMINATION.

                14.8.1  EC(2) PRODUCTS AND SERVICES. For seven years after the
                        expiration or termination of this Agreement for any
                        reason other than (a) a termination by Sun arising from
                        a material breach by AOL or (b) a termination pursuant
                        to Section 14.2 resulting from a failure of the Closing
                        Date to occur, AOL will be entitled to purchase Sun ***

                14.8.2  OTHER PRODUCTS AND SERVICES. For seven years after the
                        expiration or termination of this Agreement for any
                        reason other than (a) a termination
                        by Sun arising from a material breach by AOL or (b) a
                        termination






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<PAGE>   33


              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


                        pursuant to Section 14.2 resulting from a failure of the
                        Closing Date to occur, AOL will be entitled to purchase
                        ***

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

15.0    GENERAL REPRESENTATIONS AND WARRANTIES.

        15.1 AOL REPRESENTATIONS AND WARRANTIES. AOL warrants, covenants and
        represents to Sun that:

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

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

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

        15.2 SUN REPRESENTATIONS AND WARRANTIES. Sun warrants, covenants and
        represents to AOL that:

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





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

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

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

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

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






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<PAGE>   35


19.0    LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES; DISCLAIMER OF WARRANTIES.

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

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

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

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

20.0    MISCELLANEOUS PROVISIONS

        20.1 NOTICES. Any notice, consent, approval, request, authorization,
        direction or other communication under this Agreement ("Notice") that is
        required to be given in writing will be deemed to have been delivered
        and given for all purposes (i) on the delivery date if delivered by
        confirmed facsimile; (ii) on the delivery date if delivered personally
        to the





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                                       35

<PAGE>   36


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

                To Sun:

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

                                   Chief Strategy Officer
                                   Sun Microsystems, Inc.
                                   901 San Antonio Road
                                   MS CUP-01
                                   Palo Alto, California 94033
                                   Fax no.

                                   And

                                   Vice President and General Counsel
                                   Sun Software and Technology
                                   901 San Antonio Road
                                   MS CUP-01
                                   Palo Alto, California 94033
                                   Fax No. (408) 517-1757

                To AOL:

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

                                   Senior Vice President for Business Affairs
                                   America Online, Inc.
                                   22000 AOL Way
                                   Dulles, Virginia 20166
                                   Fax no. 703-265-1206






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                                       36

<PAGE>   37



                                   And

                                   Deputy General Counsel
                                   American Online, Inc.
                                   22000 AOL Way
                                   Dulles, Virginia 20166
                                   Fax no. 703-265-1105

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

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

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





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<PAGE>   38


        good faith regarding whether such employee should be replaced, provided
        that the final determination as to whether to retain, reassign or
        terminate any employee shall be made solely by the party employing such
        individual.

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

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

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

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

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

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

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





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                                       38

<PAGE>   39



        action by the parties hereto and only to the extent necessary to make
        such provision or provisions valid and enforceable when applied to such
        particular facts and circumstances.

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

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

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

        20.15 APPLICABLE LAW. This Agreement shall be governed by the laws of
        the State of California.

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

        21.1 AOL EC SERVICE OPPORTUNITIES are sales opportunities to sell to a
        specific business opportunity within a commercial customer, including
        both new commerce startup companies and major established companies,
        looking to establish EC(2) relationships with AOL, where the essence of
        the sale and relationship with AOL is the provision of EC2 services
        (including, for example, providing Netcenter services, Netcenter
        offerings and/or consumer traffic) and the sale of the Product Suites is
        secondary to the transaction.







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                                       39

<PAGE>   40


              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                      ASTERISKS (*) DENOTE SUCH OMISSIONS.


        21.2 AOL DISTRIBUTED COMMUNICATOR CLIENT or AOL DISTRIBUTED COMMUNICATOR
        CLIENT shall have the meaning specified in Section 2.1.

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

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

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

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

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

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

        21.9 COLLABORATIVE DEVELOPMENT WORK PLANS shall have the meaning
        specified in Section 5.3.5.

        21.10 COLLABORATIVE MARKETING AND SALES ACTIVITY means all activities
        contemplated under this Agreement related to collaborative marketing and
        sales of the Product Suites, including all activities under the
        Marketing and Sales Plans

        21.11 COLLABORATIVE SOFTWARE means all software developed through
        Collaborative Development Activity, including without limitation the OEM
        Communicator Client, the Third Party Communicator Client, the New
        Browser and the Network Application and Server Software. Collaborative
        Software does not include the Netcenter, the AOL






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                                       40

<PAGE>   41

        Distributed Communicator Client, the AOL Service Components, the AOL
        Service Offerings, or the Sun Systems Platform. Collaborative Software
        does not include the Existing Netscape Software except to the extent
        that such Existing Netscape Software is modified or enhanced through
        Collaborative Development Activity to create a derivative work based on
        such Existing Netscape Software.

        21.12 DESIGNATED COLLABORATIVE SOFTWARE means the Collaborative Software
        other than the Third Party Communicator Client.

        21.13 DESIGNATED PRODUCTS shall have the meaning specified in Section
        14.7.1.

        21.14 DEPUTY LEAD EXECUTIVES for collaborative development activity
        shall have the meaning specified in Section 5.3.

        21.15 DEPUTY LEAD EXECUTIVE for collaborative marketing and sales
        activity shall have the meaning specified in Section 5.4.

        21.16 EC(2) shall have the meaning specified in Section 1.0.

        21.17 EXECUTIVE REPRESENTATIVE shall have the meaning specified in
        Section 5.1.

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

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

        21.20 GROSS MARGIN means gross revenues booked by a party in connection
        with the sale and or licensing of software and/or Associated Services
        less (a) such party's Cost of Goods associated with such software and/or
        Associated Services and (b) sales commissions paid by such party in
        connection with the sale or licensing of such software and/or Associated
        Services. For purposes of this definition, "Cost of Goods" means, with







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                                       41

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        respect to software, costs of goods calculated in accordance with
        Generally Accepted Accounting Principles. For purposes of this
        definition, "Cost of Goods" means, with respect to Associated Services,
        all personnel and associated costs of providing such services,
        calculated in accordance with generally accepted accounting principles.

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

        21.22 JRE shall have the meaning specified in Section 3.6.

        21.23 LEAD EXECUTIVES for collaborative development shall have the
        meaning specified in Section 5.3.

        21.24 LEAD EXECUTIVE for collaborative marketing and sales shall have
        the meaning specified in Section 5.4.

        21.25 MARKETING AND SALES PLAN shall have the meaning specified in
        Section 5.4.1.

        21.26 MC shall have the meaning specified in Section 5.3.1.

        21.27 MINIMUM COMMITMENT shall have the meaning specified in Section
        4.5.

        21.28 NEW BROWSER shall have the meaning specified in Section 2.4.

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

        21.30 OEM COMMUNICATOR CLIENT shall have the meaning specified in
        Section 2.3.

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

        21.32 RELEASE means, with respect to any software product, the first
        commercially released version of such product and any subsequent
        commercially released versions of






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        such product incorporating modifications, updates, enhancements,
        corrections, patches and/or improvements.

        21.33 SDK shall have the meaning specified in Section 2.4.

        21.34 SE shall have the meaning specified in Section 5.4.2.

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

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

        21.37 THIRD PARTY COMMUNICATOR CLIENT shall have the meaning specified
        in Section 2.2.

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

        21.39 SUN SYSTEMS PLATFORM means the Sun software and Sun hardware on
        which the Product Suites operate.






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                                       43

<PAGE>   44


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


AMERICA ONLINE, INC.                   SUN MICROSYSTEMS, INC.


By:  /s/  DAVID M. COLBURN             By: /s/ WILLIAM J. RADUCHEL
   --------------------------------       --------------------------------------

David M. Colburn                       William J. Raduchel
Senior Vice President,                 Chief Strategy Officer
Business Affairs



                                       44