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                                                                    EXHIBIT 10.1

                                  CONFIDENTIAL
                         INTERACTIVE SERVICES AGREEMENT

         This Anchor Tenant Interactive Services Agreement (this "Agreement"),
effective as of March 15, 2000 (the "Effective Date"), is made and entered into
by and between America Online, Inc. ("AOL"), a Delaware corporation, with its
principal offices at 22000 AOL Way, Dulles, Virginia 20166, and PNV, Inc.
("Interactive Content Provider" or "ICP"), a Delaware corporation, with its
principal offices at 11711 NW 39th Street, Coral Springs, Florida 33065 (each a
"Party" and collectively the "Parties").

                                  INTRODUCTION

         AOL and ICP each desires that AOL provide access to the ICP Programming
through the AOL Network, subject to the terms and conditions set forth in this
Agreement. Capitalized terms used but not otherwise defined in this Agreement
shall be as defined on Exhibit B attached hereto.

                                      TERMS

1.       DISTRIBUTION; PROGRAMMING

         1.1      PROMOTION AND DISTRIBUTION. Beginning on a mutually agreed
                  upon date(s) after the Effective Date, but not later than
                  sixty (60) days after the Effective Date, AOL shall provide
                  ICP with the promotions set forth on Exhibit A-1 provided that
                  ICP has achieved Site and Content Preparation pursuant to
                  Section 1.9. The promotions described on Exhibit A-1 and any
                  other promotions provided by AOL to ICP shall be referred to
                  as the "Promotions." Except to the extent expressly described
                  herein, the exact form, placement and nature of the Promotions
                  shall be as provided for in this Agreement or as otherwise
                  determined by AOL in its reasonable editorial discretion.

         1.2      CONTENT. The ICP Programming shall consist of the Content
                  described on the programming plan attached as Exhibit A-2 (the
                  "Programming Plan"). ICP has informed AOL of relevant search
                  terms and terminology associated with popular areas and
                  functionality within the ICP Internet Site and ICP Programming
                  for AOL's promotional and Content integration purposes. AOL
                  will provide links to the ICP Programming within the AOL
                  Network (as described below) when the following search terms
                  are used: Trucker, Truckers, Trucking, Truckin, PNV,
                  ParkNView, Truck, Trucks, Rig, Peterbilt, Mack, Kenworth,
                  Freightliner, Longhaul, Long Haul, Truck Stop, or Truckstop,
                  to the extent that those search terms are used in a manner
                  intended solely to elicit trucking industry related content.
                  The inclusion of any additional Content within the ICP
                  Programming (including, without limitation, any features,
                  functionality or technology) not expressly described on
                  Exhibit A shall be subject to AOL's prior written approval.
                  AOL will develop a Trucker/Trucking related area within its
                  Workplace channel for users of the AOL Service to access the
                  Licensed Content.

         1.3      LICENSE. ICP hereby grants AOL a nontransferable,
                  non-exclusive worldwide license to use, market, license (to
                  AOL Affiliates or AOL Properties), store, distribute,
                  reproduce, display, adapt, communicate, perform, translate,
                  transmit, and promote the ICP Programming and the Licensed
                  Content (or any portion thereof) through the AOL Network as
                  set forth in this Agreement or as AOL may determine in its
                  reasonable discretion, including without limitation the right
                  to integrate Content from the ICP Programming by linking to
                  specific areas thereon, provided that the link to any such
                  Content on the AOL Network shall conform to the specifications
                  of an ICP Presence. If AOL's integration or use of Content
                  from the ICP Programming results in ICP being in violation of
                  a third party agreement with respect to the Content in
                  question, ICP shall promptly give written notice to AOL
                  regarding ICP's restrictions with respect to such Content. AOL
                  shall remove such Content in a timely manner. Any Linked


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                  ICP Interactive Sites shall be subject to the foregoing
                  license. Subject to the terms and conditions herein, ICP shall
                  retain all right, title and interest to the Licensed Content.

         1.4      MANAGEMENT. ICP shall design, create, edit, manage, review,
                  update (on a daily basis or as otherwise specified herein),
                  and maintain the ICP Programming and the Licensed Content in a
                  timely and professional manner and in accordance with the
                  terms of this Agreement and shall keep the Licensed Content
                  current, accurate and well-organized at all times. ICP shall
                  ensure that the Licensed Content within the ICP Programming is
                  equal to or better than the Content distributed by ICP through
                  any other ICP Interactive Site in all material respects,
                  including without limitation, quality, breadth, depth,
                  timeliness, functionality, features, prices of products and
                  services and terms and conditions, provided that any material
                  changes to the ICP Programming or the Licensed Content
                  necessary to comply with this sentence shall be subject to
                  AOL's review and approval and the terms of this Agreement.
                  Except as specifically provided for herein, AOL shall have no
                  obligations of any kind with respect to the ICP Programming.
                  ICP shall be responsible for any hosting or communication
                  costs associated with the Secondary Page and ICP Programming
                  (including any Linked Interactive Sites), including, without
                  limitation, the costs associated with (i) any agreed-upon
                  direct connections between the AOL Network and the ICP
                  Programming. AOL Members shall not be subject to a
                  registration process (or any similar process) in order to gain
                  access and use the ICP Programming (including any Linked ICP
                  Interactive Site) or the Licensed Content. AOL acknowledges
                  that ICP has certain limited areas on the Primary Site that
                  requires all users to register limited information. ICP shall
                  ensure that such registration requirements are not unduly
                  burdensome on AOL Members or otherwise hinder AOL Member's use
                  of the Primary Site . During the Term and for the two (2) year
                  period after the expiration or termination thereof, ICP shall
                  allow AOL Members to access and use any ICP Interactive Site
                  on terms and conditions no less favorable than the terms and
                  conditions available to other users of such ICP Interactive
                  Site. In the event ICP fails to comply with any material term
                  of this Agreement, including without limitation ICP's
                  obligations under this Section 1.4 or its promotional
                  obligations under Section 2, AOL will have the right (in
                  addition to any other remedies available to AOL hereunder) to
                  decrease the promotion it provides to ICP hereunder and/or to
                  decrease or cease any other contractual obligation of AOL
                  hereunder until such time as ICP corrects its non-compliance,
                  in which event AOL will be relieved of the proportionate
                  amount of any promotional commitment made to ICP by AOL
                  hereunder corresponding to such decrease in promotion.

         1.5      CARRIAGE FEE. ICP shall pay AOL $ 8,000,000.00 as follows:

                  1.5.1    CASH PAYMENT. ICP shall pay AOL $8,000,000.00 as
                           follows: $2,000,00000 on the Effective Date and
                           $1,000,000.00 on or before each of the dates that are
                           three (3) months, six (6) months, nine (9) months,
                           twelve (12) months, fifteen (15) months and eighteen
                           (18) months respectively, after the Effective Date.

         1.6      WARRANTS. In connection with the obligations of the Parties
                  hereunder, and subject to the provisions hereof, ICP shall
                  enter into a Common Stock Subscription Warrant Agreement
                  substantially in the form of Exhibit I attached hereto (the
                  "Warrant Agreement"). In the event ICP has not entered into
                  the Warrant Agreement within thirty (30) days of the Effective
                  Date, AOL shall have the right to delay performance of its
                  obligations hereunder until such time as ICP shall have
                  entered into the Warrant Agreement or AOL may terminate this
                  Agreement, at its discretion.

         1.7      IMPRESSIONS TARGET. AOL shall provide ICP, pursuant to the
                  terms and conditions of the Agreement, with at least
                  277,259,888 Impressions from placement of ICP Presences on the
                  AOL Network (the "Impressions Target"), provided that only
                  screens that contain a Banner Placement or a link to the ICP
                  Programming or Secondary Page will count against the
                  Impressions Target.


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                  Any shortfall in Impressions from a particular AOL Property or
                  area within an AOL Property may be made up by over-delivery of
                  Impressions in another AOL Property or area after AOL consults
                  with ICP regarding where the Impressions shortfall will be
                  made up. In the event AOL provides an excess of any annual
                  Impressions target in any year, the Impressions target for the
                  subsequent year shall be reduced by the amount of such excess.
                  Any shortfall in Impressions at the end of a year will not be
                  deemed a breach of this Agreement by AOL; instead such
                  shortfall will be added to the Impressions target for the
                  subsequent year. In the event that the Impressions Target is
                  not met (or will not, in AOL's reasonable judgment, be met)
                  during the Term, then as ICP's sole remedy, at AOL's option
                  either (a) the Term shall be extended for up to six (6) months
                  without additional carriage fees payable by ICP, (b) AOL
                  shall, from time to time, provide ICP with the remaining
                  Impressions in the form of advertising space within the AOL
                  Network of comparable value to the undelivered Impressions (as
                  reasonably determined by AOL), or (c) some combination
                  thereof.

         1.8      MEMBER BENEFITS. ICP will generally promote through the ICP
                  Programming any special or promotional offers made available
                  by or on behalf of ICP through any ICP Interactive Site or any
                  other distribution channel. In addition, ICP shall promote
                  through the ICP Programming on a regular and consistent basis
                  special offers exclusively available to AOL Members ("AOL
                  Exclusive Offers"). ICP shall feature at least one AOL
                  Exclusive Offer for AOL Members (except as otherwise mutually
                  agreed upon by the Parties) at least once per quarter. The AOL
                  Exclusive Offer made available by ICP shall provide a
                  substantial member benefit to AOL Members, either by virtue of
                  a meaningful price discount, product enhancement, unique
                  service benefit or other special feature. ICP will provide AOL
                  with reasonable prior notice of AOL Exclusive Offers and other
                  special offers so that AOL can, in its editorial discretion,
                  market the availability of such offers.

         1.9      SITE AND CONTENT PREPARATION. ICP shall achieve Site and
                  Content Preparation within sixty (60) days after the Effective
                  Date. "Site and Content Preparation" shall mean that ICP shall
                  have completed all necessary production work (including
                  completion of all necessary training for AOL's proprietary
                  "Rainman" publishing tool) for the Secondary Page, ICP
                  Programming and any other related areas or screens (including
                  programming all Content thereon); customized and configured
                  the Secondary Page and ICP Programming in accordance with this
                  Agreement; and completed all other necessary work (including,
                  without limitation, undergone all AOL site testing set forth
                  on Exhibit E) to prepare the Secondary Page,all ICP
                  Programming and any other related areas or screens to launch
                  on the AOL Network as contemplated hereunder. In the event ICP
                  has not achieved Site and Content Preparation within sixty
                  (60) days after the Effective Date, then in addition to any
                  other remedies available, the Impressions Target set forth in
                  Section 1.7 shall be reduced on a pro rata basis based on the
                  number of days after such sixty (60) day period that ICP
                  achieves Site and Content Preparation divided by 365. In the
                  event ICP has not achieved Site and Content Preparation within
                  ninety (90) days after the Effective Date, then in addition to
                  any other remedies available, AOL shall have the right to
                  terminate this Agreement by giving ICP written notice thereof.
                  If ICP is delayed in achieving Site and Content Preparation
                  solely due to a failure by AOL to perform its obligations
                  under this Agreement and ICP notifies AOL in writing of such
                  failure and the resulting delay, then the sixty (60) day and
                  ninety (90) day periods referenced in this Section shall each
                  be extended by the amount of time of ICP's delay solely
                  attributable to such failure by AOL.

         1.10     KEYWORD. ICP shall receive AOL Keywords "ParkNView" and"PNV"
                  subject to the AOL Keyword Guidelines attached in Exhibit F.
                  The Keyword will link to the the ICP Programming within the
                  Workplace Channel of the AOL Service on the AOL Network.

         1.11     PREMIER STATUS. ICP shall receive Premier Status on the AOL
                  Service. "Premier Status" shall mean that if AOL executes an
                  agreement with another Long Haul Trucker-related Internet
                  Portal


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                  Company for permanent placement within the Trucking area of
                  the AOL Service, AOL will offer ICP the same or a similar
                  opportunity. After receiving written notice from AOL, ICP
                  shall have fifteen (15) days to provide AOL with written
                  notice of its intent with respect to such opportunity. If ICP
                  elects to enter into an agreement with AOL for such
                  opportunity, then ICP shall execute a definitive agreement
                  with AOL regarding such opportunity within thirty (30) days of
                  AOL presenting ICP with such written agreement. AOL shall have
                  no further obligations under this Section 1.11.

         2.       CROSS-PROMOTION

         2.1      COOPERATION. Each Party shall cooperate with and reasonably
                  assist the other Party in supplying material for marketing and
                  promotional activities.

         2.2      INTERACTIVE SITE. Within each ICP Interactive Site, ICP shall
                  include a prominent actionable promotional button (at least 90
                  x 30 pixels or 70 x 70 pixels in size) appearing on the first
                  screen of the ICP Interactive Site (the "AOL Promo"), to
                  promote the America Online brand service. AOL will provide the
                  creative content to be used in the AOL Promo. At ICP's option,
                  ICP may promote AOL's "Bring Your Own Access" pricing plan
                  through a textual description next to the AOL Promo. ICP shall
                  post (or update, as the case may be) the creative content
                  supplied by AOL within the spaces for the AOL Promo within
                  five days of its receipt of such content from AOL. Without
                  limiting any other reporting obligations of the Parties
                  contained herein, ICP shall provide AOL with monthly written
                  reports specifying the number of impressions to the pages
                  containing the AOL Promo during the prior month. In the event
                  that AOL elects to serve the AOL Promo to the ICP Interactive
                  Site from an ad server controlled by AOL or its agent, ICP
                  shall take all reasonable operational steps necessary to
                  facilitate such ad serving arrangement, including, without
                  limitation, inserting HTML code designated by AOL on the pages
                  of the ICP Interactive Site on which the AOL Promo will
                  appear. In addition, within each ICP Interactive Site, ICP
                  shall provide prominent promotion for the keywords associated
                  with the ICP Internet Site and links from the ICP Interactive
                  Site to the relevant topic areas on AOL's AOL.com site. To the
                  extent ICP offers or promotes any products or services similar
                  to AOL's component products and services (including the AOL
                  Tools listed in Section 5.2(c)), ICP shall provide equal or
                  greater promotions for such AOL-designated products. The
                  preceding sentence does not apply to products or services that
                  are central to ICP's core Long Haul Trucker Internet access
                  and related services business (e.g.,truck stop ISP service,
                  trucks, parts, fuel etc.). ICP shall receive a bounty for
                  customers joining AOL from ICP Internet Site according to the
                  then-standard AOL Bounty plan. ICP shall also have the right
                  to display the AOL Instant Messenger service on any ICP
                  Interactive Site.

         2.3      OTHER MEDIA. In ICP's television, radio, print and "out of
                  home" (e.g., buses and billboards, point of purchase and other
                  "place-based" promotions) advertisements and in any
                  publications, programs, features or other forms of media over
                  which ICP exercises at least partial editorial control, ICP
                  will include specific references or mentions (orally where
                  possible) of the availability of the ICP Internet Site through
                  the AOL Network. Such references or mentions shall be
                  prominent on the live area of any print or "out of home"
                  promotions, (b) at least three seconds in any thirty second
                  television or radio spot and five seconds in any sixty second
                  television or radio spot, and (c) at least 75 scan lines in
                  any television advertisement. In any event, such references or
                  mentions shall be at least as prominent as any references that
                  ICP makes to any ICP Interactive Site (by way of site name,
                  related company name, URL or otherwise). Without limiting the
                  generality of the foregoing, ICP's listing of the "URL" for
                  any ICP Interactive Site will be accompanied by an equally
                  prominent listing of the "keyword" term on AOL for the ICP
                  Internet Site, which listing shall conform to the keyword
                  guidelines attached hereto as Exhibit F. All such references
                  or mentions of AOL, and the use of AOL's trademarks, trade
                  names and service marks in connection therewith, shall be in
                  accordance with Section II of


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                  Exhibit C. If ICP determines in a particular case that it is
                  not possible or commercially reasonable to include an AOL
                  promotional reference, ICP shall provide AOL with prior
                  written notice of such instance and obtain AOL's prior written
                  consent (not to be unreasonably withheld) before running such
                  promotion.

         2.4      Preferred Browser. ICP shall promote the Netscape browser as
                  the preferred browser for users to access ICP Interactive Site
                  and ICP Programming.

3.       REPORTING; PAYMENT.

         3.1      AOL USAGE REPORTING. AOL shall make available to ICP a monthly
                  report specifying for the prior month aggregate usage and
                  Impressions with respect to ICP's presence on the AOL Network,
                  which are similar in substance and form to the reports
                  provided by AOL to other content partners similar to ICP.

         3.2      ICP INTERNET SITE REPORTING. ICP will supply AOL with monthly
                  reports which reflect total impressions by AOL Members to the
                  ICPProgramming, the aggregate dollar value associated with
                  transactions involving AOL Members, including sales by
                  categories of products, and the screen names of AOL Members,
                  to the extent ICP obtains such screen name(s), involved in any
                  such transactions during the prior month. ICP represents that
                  all URLs related to the ICP Primary Site are listed on Exhibit
                  A-2 and ICP shall provide AOL with an update of such list
                  promptly upon any change thereto. ICP shall also supply AOL
                  with reports prepared in compliance with the AOL.com and
                  Netscape reporting requirements attached hereto as Exhibit H.

         3.3      PROMOTIONAL COMMITMENTS. ICP shall provide to AOL a monthly
                  report documenting its compliance with any promotional
                  commitments it has undertaken pursuant to this Agreement in
                  the form attached as Exhibit D hereto, and ICP shall provide
                  AOL with impressions data with respect to the promotions
                  specified in Section 2.

         3.4      PAYMENT SCHEDULE. Except as otherwise specified herein, each
                  Party agrees to pay the other Party all amounts received and
                  owed to such other Party as described herein on a quarterly
                  basis within sixty (60) days of the end of the quarter in
                  which such amounts were collected by such Party. The first
                  quarter for which payment is to be made shall (i) begin on the
                  first day of the month following the month of execution of
                  this Agreement and (ii) include the portion of the month of
                  execution following the Effective Date (unless this Agreement
                  was executed on the first day of a month, in which case the
                  quarter shall be deemed to begin on the first day of such
                  month).

         3.5      WIRED PAYMENTS. All payments by ICP hereunder shall be paid in
                  immediately available, non-refundable U.S. funds wired to the
                  "America Online" account, Account Number 323070752 at the
                  Chase Manhattan Bank, 1 Chase Manhattan Plaza, New York, New
                  York 10081 (ABA: 021000021), or such other account of which
                  AOL shall give ICP written notice.

4.       ADVERTISING AND MERCHANDISING

         4.1      AOL NETWORK ADVERTISING INVENTORY. AOL owns all right, title
                  and interest in and to the advertising and promotional spaces
                  within the AOL Network including, without limitation, the ICP
                  Internet Site, ICP Programming, ICP Interactive Site and AOL
                  Frames and shall have the right to all revenues therefrom. The
                  specific advertising inventory within any AOL forms or pages,
                  including such AOL Frames, shall be as reasonably determined
                  by AOL.

         4.2      ICP SALE OF ADVERTISEMENTS. ICP hereby grants AOL the
                  exclusive right to sell or license advertisements for one
                  hundred percent (100%) of the total advertising or promotional
                  inventory of the Primary Site or any other ICP Interactive
                  Site ("AOL Advertisements"). With respect to any unsold
                  inventory, as mutually agreed upon between AOL and ICP, AOL
                  and ICP will divide


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                  such unsold inventory equally (i.e., 50% to AOL and 50% to
                  ICP) for the purpose of running house advertisements. ICP
                  shall receive Sixty percent (60%) of the Advertising Revenues
                  generated from AOL sale of advertisements on or through the
                  Primary Site. AOL agrees to use commercially reasonable
                  efforts to sell or license the available advertising and
                  promotional inventory referenced herein.

         4.3      TERMS OF ADVERTISING SALES. Within thirty (30) days after the
                  Effective Date, ICP shall provide AOL with a written report
                  containing the following information with respect to the
                  Advertising Site (the "Site Audit"): a site map of the
                  Advertising Site; a categorization of all advertising
                  inventory within the Advertising Site; a current list of ICP's
                  advertisers together with contact information; a current
                  summary of all commitments with respect to the advertising
                  inventory on the Advertising Site; training materials for
                  AOL's advertising sales force; and the most recent reports
                  provided to the advertisers on the Advertising Site. ICP
                  acknowledges that AOL will require at least ninety (90) days
                  after receiving the Site Audit to review the Advertising Site,
                  educate its sales force regarding the Advertising Site and
                  prepare its ad server to serve Advertisements into the
                  Advertising Site. ICP represents and warrants that (i) except
                  as expressly set forth in the Site Audit, there are no
                  agreements, arrangements, encumbrances or third party rights
                  (including without limitation exclusivities) that affect
                  advertising inventory within the Advertising Site and (ii) ICP
                  shall not enter into any such agreements or arrangements or
                  grant any such encumbrances or third party rights, in each
                  case without AOL's prior written consent. AOL shall have the
                  right during the term of this Agreement to represent to the
                  public that it is an authorized independent sales
                  representative of ICP for any and all Advertisements within
                  the Advertising Site. In connection therewith, AOL may take
                  any actions which AOL deems helpful or advisable to conducting
                  its activities pursuant to this Agreement and AOL shall have
                  the sole right to determine (i) the applicable quotations or
                  terms of sale for any Advertisement, and (ii) the offering of
                  any allowances or adjustments in accounts for any
                  Advertisement. AOL shall have the right to sublicense its
                  rights under this Agreement to third parties. The Parties
                  shall work together to determine the amount and location of
                  the advertising inventory on the Advertising Site and to
                  create additional advertising inventory taking into account
                  user experience. ICP shall not change the advertising
                  inventory on the Advertising Site without AOL's prior written
                  consent. ICP shall notify AOL in writing if ICP objects to any
                  particular advertisement sold by AOL. AOL shall remove such
                  advertisement in a timely manner.

         4.4      ADVERTISING PAYMENTS. Advertisers shall be directed to pay to
                  AOL all amounts generated from the sale of Advertisements by
                  AOL or its agents during the term of this Agreement. In the
                  event any Advertiser remits any payment for Advertisements
                  sold by AOL directly to ICP rather than to AOL, ICP agrees to
                  make prompt payment to AOL of all such payments. AOL will
                  remit ICP's share of Advertising Revenues to ICP, after
                  deducting the Commission and the Revenue Split, on a quarterly
                  basis within sixty (60) days after the end of the quarter in
                  which such Advertising Revenues arise. AOL is not liable to
                  ICP for any amounts not paid by Advertisers.

         4.5      ADVERTISEMENTS SERVING. AOL will serve Advertisements on the
                  Advertiser Site at any time, either directly on its own server
                  or by contracting with a third party server. If AOL elects to
                  serve, or have a third party serve, the Advertisements, ICP
                  agrees to take all reasonable steps necessary to facilitate
                  AOL's serving of the Advertisements, including, without
                  limitation, by maintaining the computer code on the
                  Advertising Site at all times in order to display the
                  Advertisements as required under this Agreement.

         4.6      INTERACTIVE COMMERCE. Any merchandising permitted hereunder
                  through the Secondary Pageand/or ICP Programming shall be
                  subject to (i) the then-current requirements of AOL's merchant
                  certification program, (ii) AOL's standard terms and
                  conditions applicable to its interactive marketing partners,
                  and (iii) prior approval by AOL of all products, goods and
                  services to be offered through the Secondary Page or the ICP
                  Programming. AOL hereby


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                  approves the of ICP's promotion and sale of internet service
                  to truckers through the ICP Programming and Secondary Page ,
                  provided that such service is promoted as only being available
                  at truckstops and not competitive to AOL's internet access
                  services. ICP will take all reasonable steps necessary to
                  conform its promotion and sale of Products through the
                  Secondary Page and ICP Programming to the then-existing
                  technologies identified by AOL which are optimized for the AOL
                  Service including, without limitation, any "quick checkout"
                  tool where commercially reasonable which AOL may implement to
                  facilitate purchase of Products by AOL Members through the ICP
                  Programming. Prior to entering into negotiations with any
                  third party regarding merchandising or commerce arrangements
                  through the Secondary Page and/or ICP Programming, ICP shall
                  give AOL written notice of such desire and, upon request by
                  AOL, negotiate in good faith with AOL or its commerce or
                  marketing partner in the applicable product/service category
                  regarding a merchandising or commerce arrangement.

5.       CUSTOMIZED ICP PROGRAMMING AND SECONDARY PAGE

         5.1      PRODUCTION; PERFORMANCE. ICP shall optimize all ICP
                  Programming and the Secondary Page for distribution hereunder
                  according to AOL specifications and guidelines (including,
                  without limitation, any HTML publishing guidelines) and the
                  Operating Standards set forth on Exhibit E attached hereto.

         5.2      CUSTOMIZATION. ICP shall customize all ICP Programming and the
                  Secondary Page for AOL Members as follows:

                           (a) ICP shall customize and co-brand the Secondary
                           Page and ICP Programming for distribution over the
                           AOL Properties listed in Exhibit A-1 using AOL's
                           design guideline templates and co-branding
                           requirements, including by (x) displaying on the
                           Secondary Page framing (e.g., C-frame, side
                           navigation/menu bars, headers and footers) of size
                           and type determined by AOL and which contain branding
                           for the applicable AOL Property and ICP as determined
                           by AOL and, as determined by AOL, links to the
                           applicable AOL Property, a search box and/or
                           promotional spaces to be programmed by AOL, and (y)
                           matching the look and feel of the applicable AOL
                           Property on the ICP Programming. In addition, ICP
                           shall comply with any customization and co-branding
                           requirements set forth on Exhibit A. ICP shall make
                           any changes to the customization and/or co-branding
                           of the Secondary Page and ICP Programming to conform
                           to the standard requirements of any AOL Property or
                           otherwise reasonably requested by AOL during the
                           Term.

                           (b) ICP shall ensure that AOL Members accessing the
                           ICP Programming or linking to the Secondary Page or
                           Primary Site do not receive advertisements,
                           promotions or links (i) for any entity reasonably
                           construed to be in competition with AOL or the
                           applicable AOL Property, (ii) in a category in which
                           AOL or the applicable AOL Property has an exclusive
                           or other preferential relationship, or (iii)
                           otherwise in violation of the applicable AOL
                           Property's then-standard advertising policies. AOL
                           hereby approves of ICP'spromotion of internet service
                           to truckers through the Secondary Page ICP
                           Programming, provided that such service is promoted
                           as only being available at truckstops and not
                           competitive to AOL's internet access services. ICP
                           shall ensure that all Advertisements sold by ICP or
                           its agents comply with all applicable federal, state
                           and local laws and regulations.

                           (c) Run of Service Banner Placements, as set forth in
                           Exhibit A, for ICP within the AOL Network shall
                           linked directly to the Primary Site which may contain
                           ICP's own community and communications utilities and
                           functionality (e.g., chat, message boards), but must
                           otherwise comply with all other restrictions on ICP
                           Programming described herein. Links to from the ICP
                           Programming in the Workplace Channel Trucker's area
                           on the AOL Service shall be programmed to click
                           through to a Secondary Page (e.g., an "article of the
                           day")


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                           within the ICP Programming which shall not contain
                           ICP's own community and communications utilities and
                           functionality mentioned above. ICP may include a link
                           on the Secondary Page that directs AOL Members to the
                           home page of the Primary Site where ICP's own
                           communications and community functionality tools may
                           exist.

                           (d) ICP shall host all pages of the ICP Programming
                           and Secondary Page under a domain name co-branded
                           with the applicable AOL Property (i.e., pnv.aol.com)
                           and traffic to pages hosted on any such domain name
                           shall be deemed to be AOL and ICP traffic. ICP agrees
                           that for the purpose of third party industry
                           measurement metrics (such as Media Metrix and
                           Relevant Knowledge), the traffic (i.e., page views)
                           within such pages and sites shall be exclusively
                           attributable to AOL.

         5.3      LINKS ON ICP PROGRAMMING. The Parties will work together on
                  mutually acceptable links (including links back to AOL) within
                  the ICP Programming in order to create a robust and engaging
                  AOL member experience and the ICP Programming shall not
                  contain any pointers or links to any other area on or outside
                  the AOL Network without AOL's prior written consent, other
                  than standard advertising that otherwise complies with this
                  Agreement. ICP shall take reasonable efforts to ensure that
                  AOL traffic is generally either kept within the ICP
                  Programming or channeled back into the AOL Network and ICP
                  shall ensure that the ICP Programming contain no permanent or
                  semi-permanent links for third party Content, nor any
                  rotational links for aggregated Content within the same
                  Content category or channel as ICP, except as specifically set
                  forth in the Programming Plan. To the extent that AOL notifies
                  ICP in writing that, in AOL's reasonable judgment, links from
                  the ICP Programming cause an excessive amount of AOL traffic
                  to be diverted outside of such site and the AOL Network in a
                  manner that has a detrimental effect on the traffic flow of
                  the AOL audience, then ICP shall immediately reduce the number
                  of links out of such site(s). In the event that ICP cannot or
                  does not so limit diverted traffic from such site, AOL
                  reserves the right to terminate such links from the AOL
                  Network to such site.

         5.4      REVIEW. ICP shall allow appropriate AOL personnel to have
                  reasonable access to all ICP Programming and Secondary Page
                  from time to time for the purpose of reviewing such sites to
                  determine compliance with the provisions of this Section 5.

6.       TERM, TERMINATION, PRESS RELEASES.

         6.1.     TERM. Unless earlier terminated as set forth herein, the
                  initial term of this Agreement shall commence on the Effective
                  Date and expire twenty six months (26) months from the
                  Effective Date. Upon the expiration or earlier termination of
                  this Agreement, AOL may, at its discretion, continue to
                  promote one or more "pointers" or links from the AOL Network
                  to an ICP Interactive Site and continue to use ICP's trade
                  names, trade marks and service marks in connection therewith
                  (collectively, a "Continued Link").

         6.2      TERMINATION FOR BREACH. Either Party may terminate this
                  Agreement at any time in the event of a material breach by the
                  other Party which remains uncured after thirty (30) days
                  written notice thereof; provided, however, that AOL will not
                  be required to provide notice to ICP in connection with ICP's
                  failure to make any payment required under Section 1.5, and
                  the cure period with respect to any scheduled payment shall be
                  fifteen (15) days from the date such payment is due.

         6.3      TERMINATION FOR BANKRUPTCY/INSOLVENCY OR CHANGES IN BUSINESS.
                  Either Party may terminate this Agreement immediately
                  following written notice to the other Party if the other Party
                  (i) ceases to do business in the normal course, (ii) becomes
                  or is declared insolvent or bankrupt, (iii) is the subject of
                  any proceeding related to its liquidation or insolvency
                  (whether voluntary or


                                                                    CONFIDENTIAL
                                       8
<PAGE>   9

                  involuntary) which is not dismissed within ninety (90)
                  calendar days or (iv) makes an assignment for the benefit of
                  creditors.

         6.4      PRESS RELEASES. Each Party will submit to the other Party, for
                  its prior written approval, which will not be unreasonably
                  withheld or delayed, any press release or any other public
                  statement ("Press Release") regarding the transactions
                  contemplated hereunder. Notwithstanding the foregoing, either
                  Party may issue Press Releases and other disclosures as
                  required by law, rule, regulation or court order or as
                  reasonably advised by legal counsel without the consent of the
                  other Party and in such event, the disclosing Party will
                  provide at least five (5) business days prior written notice
                  of such disclosure. The failure to obtain the prior written
                  approval of the other Party shall be deemed a material breach
                  of this Agreement. Because it would be difficult to precisely
                  ascertain the extent of the injury caused to the non-breaching
                  Party, in the event of such material breach, the non-breaching
                  Party may elect either to (a) terminate this Agreement
                  immediately upon notice to the other Party, or (b) elect to
                  modify the Impressions commitment hereunder by fifteen percent
                  (15%) (i.e., either an increase in the Impressions commitment
                  if AOL has violated this provision or a decrease in the
                  Impressions commitment if ICP has violated this provision).
                  The Parties agree that the liquidated damages set forth in the
                  preceding sentence are a reasonable approximation of the
                  injury that would be suffered by the non-breaching Party.

7.       TERMS AND CONDITIONS. The terms and conditions set forth on the
         Exhibits attached hereto are hereby made a part of this Agreement.

         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the Effective Date.

AMERICA ONLINE, INC.                            PNV, INC.


By: /s/ David M. Colburn                        By: /s/ Steven Yevoli
    ---------------------------------               ---------------------------

Print Name:  David M. Colburn                   Print Name: Steven Yevoli
             ------------------------                       -------------------

Title: President, Business Affairs              Title:  President, PNV.COM
       ------------------------------                   -----------------------

Date: March 21, 2000                            Date:  March 17, 2000
      -------------------------------                  ------------------------

                                                Tax ID/EIN#:
                                                              -----------------

                                                                    CONFIDENTIAL
                                       9
<PAGE>   10

                                    EXHIBIT A


            EXHIBIT A-1: BANNER PLACEMENTS BROKEN OUT BY AOL PROPERTY

CLIENT:  PNV

TARGETS ARE SUBJECT TO SECTION 1.7

<TABLE>
<CAPTION>

AOL SERVICE                                                            YEAR 1            YEAR 2            TOTALS
                                                        COPY SIZE      IMPS/Y1           IMPS/Y2            IMPS
-----------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>               <C>               <C>

Sports ROS                                              234X60
                                                                         2,640,000         2,956,800         5,596,800
News ROS                                                234X60
                                                                         2,640,000         2,956,800         5,596,800
Entertainment ROS                                       234X60
                                                                           900,000         1,008,000         1,908,000
Personal Finance ROS                                    234X60
                                                                         1,800,000         2,016,000         3,816,000
Workplace ROS                                           234X60
                                                                         1,320,000         1,478,400         2,798,400
Slingo Daughter Ad                                      234X60
                                                                         8,400,000         9,408,000        17,808,000
The Game Parlor                                         234X60
                                                                         2,113,596         2,367,228         4,480,824
Grandstand - Wrestling Sponsor                          88X31
                                                                           733,098           821,070         1,554,168
Grandstand - Wrestling Banners                          234X60
                                                                           427,641           821,070         1,248,710
Auto Enthusiast                                         120X60
                                                                           650,844           728,945         1,379,789
Auto Racing News - Feature Articles                     234X60
                                                                           146,160           163,699           309,859
Auto Racing News - More Stories (All)                   234X60
                                                                            99,624           111,579           211,203
</TABLE>


                                                                    CONFIDENTIAL
                                       10
<PAGE>   11

<TABLE>
<S>                                                     <C>              <C>               <C>               <C>

Auto Racing Top Sites Index                             234X60
                                                                            58,788            65,843           124,631
Daytona 500 Gold Sponsor                                234X60 &
                                                        88X31               90,000           100,800           190,800
Brickyard 400 Premiere Sponsor                          234X60 &
                                                        88X31              135,000           151,200           286,200
Travel - Destination Search                             234X60
                                                                         1,807,200         2,024,064         3,831,264
Demo Targeted Email (TBD)                               175X45
                                                                         8,520,000         9,542,400        18,062,400
Love@AOL                                                468X60
--------                                                                15,018,000        16,820,160        31,838,160
Chat ROS                                                175X45
                                                                        19,800,000        22,176,000        41,976,000
AOL Search Directory - Directory - Business - Trucking  468X60
(To be created)                                                                  -                 -                 -
Keyword: PNV & Park N View                              keyword                  -                 -                 -
Trucker's Industry Page in Workplace Sponsor Position   234X60                   -                 -                 -
Find a Chat In Special Interests for Truckers and       Chatroom
their Families                                                                   -                 -                 -
Email                                                   175X45
                                                                         8,400,000         9,408,000        17,808,000
=======================================================================================================================
                                                                        75,699,951        85,126,057       160,826,007


SEARCH 2000                                                            YEAR 1            YEAR 2            TOTALS
                                                        COPY SIZE      IMPS/Y1           IMPS/Y2            IMPS
-----------------------------------------------------------------------------------------------------------------------

Trucker                                                 468X60
                                                                            36,000            40,320            76,320
Truckers                                                468X60
                                                                            96,000           107,520           203,520
PNV                                                     468X60
                                                                                 -                 -                 -
Trucking                                                468X60
                                                                           408,000           456,960           864,960
Truckin                                                 468X60
                                                                            24,000            26,880            50,880
Truck                                                   468X60
                                                                           900,000         1,008,000         1,908,000
Trucks                                                  468X60
                                                                           660,000           739,200         1,399,200
Rig                                                     468X60
                                                                            12,000            13,440            25,440
Peterbilt                                               468X60
                                                                            48,000            53,760           101,760
Mack                                                    468X60
                                                                            84,000            94,080           178,080
Kenworth                                                468X60
                                                                            48,000            53,760           101,760
Long Haul                                               468X60
                                                                                 -                 -                 -
Freightliner                                            468X60
                                                                            48,000            53,760           101,760
Truckstop                                               468X60
                                                                            24,000            26,880            50,880
Truck Stop                                              468X60                   -                 -                 -
Longhaul                                                468X60                   -                 -                 -

=======================================================================================================================
                                                                         2,388,000         2,674,560         5,062,560


DCI                                                                    YEAR 1            YEAR 2            TOTALS
                                                        COPY SIZE      IMPS/Y1           IMPS/Y2            IMPS
-----------------------------------------------------------------------------------------------------------------------

DCI News & Weather ROS                                  234X60
                                                                         1,200,000         1,344,000         2,544,000
DCI Sports Graphical Promo                              42X42
</TABLE>


                                                                    CONFIDENTIAL
                                       11
<PAGE>   12

<TABLE>
<S>                                                     <C>              <C>               <C>               <C>
                                                                         2,400,000         2,688,000         5,088,000
DCI Chat                                                234X60
                                                                         2,400,000         2,688,000         5,088,000
DCI  ROS                                                234X60
                                                                           759,600           850,752         1,610,352

========================================================================================================================
                                                                         6,759,600         7,570,752        14,330,352


NETSCAPE                                                               YEAR 1            YEAR 2            TOTALS
                                                        COPY SIZE      IMPS/Y1           IMPS/Y2            IMPS
-----------------------------------------------------------------------------------------------------------------------

Autos- Car Fans Banner                                                           -                 -                 -
Autos- Used Cars Banner                                                          -                 -                 -
Open Directory - Directory - Business - Trucking/Freight
(To be created)                                                                  -                 -                 -

-----------------------------------------------------------------------------------------------------------------------
TOTAL NETSCAPE BANNERS, B2B, AND PARTNER B2B                            13,020,000        14,421,733        27,441,733

                                                                                                                     -
=======================================================================================================================
                                                                        13,020,000        14,421,733        27,441,733


CROSS BRAND PRODUCTS                                                   YEAR 1            YEAR 2            TOTALS
                                                        COPY SIZE      IMPS/Y1           IMPS/Y2            IMPS
-----------------------------------------------------------------------------------------------------------------------

Yellow Pages - Total Cities Listing (Trucking, Truck    468X60                   -                 -                 -
Transport, Terms TBD)
Yellow Pages - Automotive Main                          468X60
                                                                           154,356           172,879           327,235
Yellow Pages - Automotive Parts and Repair              468X60
                                                                            85,860            96,163           182,023
Yellow Pages - Automotive Services                      468X60
                                                                         1,059,612         1,186,765         2,246,377

=======================================================================================================================
                                                                         1,299,828         1,455,807         2,755,635


PARTNER                                                                YEAR 1            YEAR 2            TOTALS
                                                        COPY SIZE      IMPS/Y1           IMPS/Y2            IMPS
-----------------------------------------------------------------------------------------------------------------------

American Greetings ROS                                  468X60
                                                                        15,000,000        16,800,000        31,800,000
Ebay ROS                                                468X60
                                                                        15,000,000        16,800,000        31,800,000
Realtor.com ROS                                         468X60
                                                                         1,200,000         1,344,000         2,544,000
Net Noir ROS                                            234X60
                                                                           330,000           369,600           699,600

=======================================================================================================================
                                                                        31,530,000        35,313,600        66,843,600

-----------------------------------------------------------------------------------------------------------------------
TOTALS                                                                 130,697,379       146,562,510       277,259,888
CPM
</TABLE>


                                                                    CONFIDENTIAL
                                       12
<PAGE>   13

                         EXHIBIT A-2: PROGRAMMING PLAN:


SECTION 1: CONTENT

GENERAL REQUIREMENTS

1.       Programming ICP is required to provide:

         -        Daily news for the trucking professional

         -        Articles and features, including PNV Truckstops, Freeway,
                  content from Connect Magazine, Your Rig, Sound Off, Trucking
                  Life, Truckers Finance

         -        Trucking Services, including Transportation Agencies, Traffic
                  & Roads, Trucking Associations

         -        Various Trucking "essentials," to be determined by WorkPlace
                  and PNV.com


Integration


TRUCKING PROFESSIONS PAGE: This HTML page will have a "presented by PNV.com"
logo. AOL will create promo text links that connect to a co-branded page,
created by PNV.com (see co-branded image below). AOL and PNV.com will together
decide which articles, resources, guides, etc. are to be promoted on the
Trucking Professions page.

2.       Programming ICP is required to provide on an exclusive basis: None

3.       ICP-provided live events: None

4.       Content requiring daily or other regular updates: News

5.       Publishing format(s): HTML

6.       Anticipated CS or Technology production requirements and launch
         contingencies: None

7.       ICP's current content, or any possible future content, to be explicitly
         excluded from the ICP's area on AOL: PNV.com's email, Chat, Calendar,
         and Classifieds areas

                                                                    CONFIDENTIAL
                                       13
<PAGE>   14

                            EXHIBIT B -- DEFINITIONS

DEFINITIONS.  The following definitions shall apply to this Agreement:

ADVERTISEMENTS. Promotions, advertisements, links, pointers and similar services
or rights.

ADVERTISING REVENUES. Aggregate amounts collected plus the fair market value of
any other compensation received (such as barter advertising) by ICP or ICP's
agents, as the case may be, arising from the license or sale of AOL
Advertisements, less applicable Advertising Sales Commissions.

ADVERTISING SALES COMMISSION. In the case of an AOL Advertisement, actual
amounts paid as commission to third party agencies or AOL, as the case may be,
in connection with sale of the AOL Advertisement.

ADVERTISING SITE. The Generally Available Site or any ICP Interactive Site in
which AOL has the right to sell advertisements.

AFFILIATE. Any agent, distributor or franchisee of AOL, or an entity that,
directly or indirectly, controls, is controlled by, or is under common control
with AOL, including any entity in which AOL holds, directly or indirectly, at
least a nineteen percent (19%) equity interest.

AOL SERVICE. The standard narrow-band U.S. version of the America Online(R)
brand service, specifically excluding (a) AOL.comSM and any other AOL
Interactive Site, (b) the international versions of an America Online service
(e.g., AOL Japan), (c) the CompuServe(R) brand service and any other CompuServe
products or services, (d) Netscape Netcenter(TM) and any other Netscape(R)
products or services, (e) "ICQsm," "AOL NetFiNDsm," "AOL Instant MessengERsm,"
"Digital CiTYsm," "AOL NetMailSM," "Real FansSM", "Love@AOLSM", "Entertainment
AsylumSM," "AOL HometownSM" or any similar independent product, service or
property which may be offered by, through or with the U.S. version of the
America Online(R) brand service, (f) any programming or content area offered by
or through the U.S. version of the America Online(R) brand service over which
AOL does not exercise complete operational control (including, without
limitation, Content areas controlled by other parties and member-created Content
areas), (g) any yellow pages, white pages, classifieds or other search,
directory or review services or Content offered by or through the U.S. version
of the America Online(R) brand service, (h) any property, feature, product or
service which AOL or its affiliates may acquire subsequent to the Effective Date
and (i) any other version of an America Online service which is materially
different from the standard narrow-band U.S. version of the America Online brand
service, by virtue of its branding, distribution, functionality, Content or
services, including, without limitation, any co-branded version of the service
and any version distributed through any broadband distribution platform or
through any platform or device other than a desktop personal computer.

AOL.COM. AOL's primary Internet-based Interactive Site marketed under the
"AOL.COM(SM)" brand, specifically excluding (a) the AOL Service, (b) any
international versions of such site, (c) CompuServe.com, Netscape Netcenter, any
other CompuServe or Netscape products or services or interactive sites, (d)
"ICQ{SM)," "AOL NetFind(SM)," "AOL Instant Messenger(SM)," "AOL NetMail(SM)" or
any similar independent product or service offered by or through such site or
any other AOL Interactive Site, (e) any programming or Content area offered by
or through such site over which AOL does not exercise complete operational
control (including, without limitation, Content areas controlled by other
parties and member-created Content areas), (f) any programming or Content area
offered by or through the U.S. version of the America Online brand service which
was operated, maintained or controlled by the former AOL Studios division, (g)
any yellow pages, white pages, classifieds or other search, directory or review
services or Content offered by or through such site or any other AOL Interactive
Site, (h) any property, feature, product or service which AOL or its affiliates
may acquire subsequent to the Effective Date and (i) any other version of an
America Online Interactive Site which is materially different from AOL's primary
Internet-based Interactive Site marketed under the "AOL.COM" brand, by virtue of
its branding, distribution, functionality, Content or services, including,
without limitation, any co-branded versions and any version distributed through
any broadband distribution platform or through any platform or device other than
a desktop personal computer.

AOL PROPERTY. Any product, service or property owned, operated, marketed,
distributed, or authorized to be distributed by or through AOL or its
Affiliates, including, without limitation, the AOL Service, AOL.com, and AOL
Hometown.

AOL LOOK AND FEEL. The elements of graphics, design, organization, presentation,
layout, user interface, navigation, trade dress and stylistic convention
(including the digital implementations thereof) within the AOL Network and the
total appearance and impression substantially formed by the combination,
coordination and interaction of these elements.

AOL MEMBER(S). Any user of the AOL Network, including authorized users
(including any sub-accounts under an authorized master account) of the AOL
Service and/or the CompuServe Service.

AOL NETWORK. (i) The AOL Service, AOL.com, and (ii) any other product, service
or property owned, operated, distributed or authorized to be distributed by or
through AOL or its Affiliates worldwide (and including those products, services
and properties that are excluded from the definitions of the AOL Service,
AOL.com or any other AOL Property). It is understood and agreed that the rights
of ICP relate solely to particular AOL Properties as expressly set forth in this
Agreement and not generally to the AOL Network.

BANNER PLACEMENTS. Non-continuos or non-permanent placements of banners within
the AOL Network that link to from the ICP Internet Site.

CHANGE OF CONTROL. (a) The consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
a party or (b) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under such Act) of more than 50% of either (i) the then outstanding
shares of common stock of such party; or (ii) the combined voting power of the
then outstanding voting securities of such party entitled to vote generally in
the election of directors.

CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the course
of this Agreement, which is, or should be reasonably understood to be,
confidential or proprietary to the disclosing Party, including, but not limited
to, the material terms of this Agreement, information about AOL Members,
technical processes and formulas, source codes, product designs, sales, cost and
other unpublished financial information, product and business plans, projections
and marketing data. "Confidential Information" shall not include information (a)
already lawfully known to or independently developed by the receiving Party, (b)
disclosed in published materials, (c) generally known to the public, or (d)
lawfully obtained from any third party.

CONTENT. Text, images, video, audio (including, without limitation, music used
in time relation with text, images, or video), and other data, products,
services, advertisements, promotions, URLs, keywords and other navigational
elements, links, pointers, technology and software.

KEYWORD(TM) SEARCH TERMS. (a) The Keyword online search terms made available on
the AOL Service, combining AOL's Keyword online search modifier with a term or
phrase specifically related to ICP (and determined in accordance with the terms
of this Agreement) and (b) the Go Word online search terms made available on the
CompuServe Service, combining CompuServe's Go Word online search modifier with a
term or phrase specifically related to ICP (and determined in accordance with
the terms of this Agreement).

ICP INTERACTIVE SITE. Any interactive site or area (other than ICP Programming),
including any mirrored site or area, which is managed, maintained or owned by
ICP or its agents or to which ICP provides and/or licenses information, content
or other materials, including, by way of example and without limitation, (i) an
ICP site on the World Wide Web portion of the Internet or (ii) a channel or area
delivered through a "push" product such as the Pointcast Network or interactive
environment such as Microsoft's proposed Active Desktop or interactive
television service such as WebTV.

ICP PRESENCE. Any (a) ICP trademark or logo, Banner Placements (b) headline or
picture from ICP Content, (c) teaser, icon, or link to the ICP Internet Site or
ICP Programming and/or (d) other Content which originates from, describes or
promotes ICP or ICP's Content.

ICP PROGRAMMING. Any (a) area within the AOL Network or outside the AOL Network
but exclusively available to AOL Members, which area is developed, programmed,
and/or managed by ICP, in whole or in part, pursuant to this Agreement and all
Content thereon (including, without limitation, message boards, chat and other
AOL Member-supplied content areas contained therein) including, without
limitation, any co-branded site or page, but excluding the ICP Internet Site and
(b) Content provided to AOL by ICP pursuant to this Agreement for distribution
on or through the AOL Network other than on the ICP Internet Site.


                                                                    CONFIDENTIAL
                                       14
<PAGE>   15

IMPRESSION. User exposure to an ICP Presence, as such exposure may be reasonably
determined and measured by AOL in accordance with its standard methodologies and
protocols.

INTERACTIVE SERVICE. An entity offering one or more of the following: (i) online
or Internet connectivity services (e.g., an Internet service provider); (ii) an
interactive site or service featuring a broad selection of aggregated third
party interactive content (or navigation thereto) (e.g., an online service or
search and directory service) and/or marketing a broad selection of products
and/or services across multiple interactive commerce categories; (iii) a
persistent desktop client; or (iv) communications software capable of serving as
the principal means through which a user creates, sends or receives electronic
mail or real time or "instant" online messages (whether by telephone, computer
or other means).

LINKED INTERACTIVE SITE. Any site or area outside of the AOL Network which is
linked to ICP Programming (through a "pointer" or similar link) subject to
approval by AOL in accordance with the terms and conditions of this Agreement.

LINKED ICP INTERACTIVE SITE. Any ICP Interactive Site which is also a Linked
Interactive Site.

LICENSED CONTENT. All Content offered through the ICP Internet Site pursuant to
this Agreement or otherwise provided by or on behalf of ICP or its agents in
connection herewith (e.g., offline promotional content or online Content for
distribution through the AOL Network), including without limitation all ICP
Programming.

LONG HAUL TRUCKER. Transportation companies, entities or persons operating for
the purpose of hauling freight for commercial purposes.

PRIMARY SITE. The Internet site and Content, currently located at
URL:http://www.pnv.com and all related URLs, which are managed, maintained or
owned by ICP or its agents or to which ICP licenses information, content or
other materials.

PRODUCT. Any product, good or service which ICP (or others acting on its behalf
or as distributors) offers, sells, provides, distributes or licenses to AOL
Members directly or indirectly through (i) the ICP Internet Site (including
through any Interactive Site linked thereto) or ICP Programming (including any
Linked Interactive Site), (ii) any other electronic means directed at AOL
Members (e.g., e-mail offers), or (iii) an "offline" means (e.g., toll-free
number) for receiving orders related to specific offers within the ICP Internet
Site or ICP Programming requiring purchasers to reference a specific promotional
identifier or tracking code, including, without limitation, products sold
through surcharged downloads (to the extent expressly permitted hereunder).

SECONDARY PAGE. A page, that complies with all restrictions on the ICP
Programming (e.g., does not contain chat, E-mail, message boards or other
community functionality tools) that serves as the navigational page to reach the
Primary Site from the ICP Programming residing within the AOL Service Workplace
Channel Trucker's area.

TERM. The period beginning on the Effective Date and ending upon the expiration
or earlier termination of this Agreement.

                                                                    CONFIDENTIAL
                                       15
<PAGE>   16

                EXHIBIT C -- STANDARD LEGAL TERMS AND CONDITIONS

I.  AOL NETWORK

CONTENT. ICP represents and warrants that all Content contained within the ICP
Internet Site and ICP Programming and all Licensed Content (i) does and will
conform to AOL's applicable Terms of Service, the terms of this Agreement and
any other standard, written policy of AOL and any applicable AOL Property
(including without limitation AOL's kids policies to the extent applicable),
(ii) does not and will not infringe on or violate any U.S.copyright, U.S.
trademark, U.S. patent, rights of publicity, moral rights or any other third
party right, including without limitation, any music performance or other music
related rights, and (iii) does not and will not contain any Content which
violates any applicable law or regulation ((i), (ii) and (iii) collectively, the
"Rules"). In the event that AOL notifies ICP in writing that any such Content,
as reasonably determined by AOL, does not comply or adhere to the Rules, then
ICP shall use its best efforts to block access by AOL Members to such Content.
In the event that ICP cannot, through its best efforts, block access by AOL
Members to such Content in question, then ICP shall provide AOL prompt written
notice of such fact. AOL may then, at its option, either (i) restrict access
from the AOL Network to the Content in question using technology available to
AOL or (ii) in the event access cannot be restricted, direct ICP to remove any
such Content. ICP will cooperate with AOL's reasonable requests to the extent
AOL elects to implement any such access restrictions.

AOL NETWORK DISTRIBUTION. ICP shall not authorize or permit any third party to
distribute any Content of ICP through the AOL Network absent AOL's prior written
approval. The distribution, placements and/or promotions described in this
Agreement or otherwise provided to ICP by AOL shall be used by ICP solely for
its own benefit, will link to and promote solely the Licensed Content within the
ICP Internet Site or ICP Programming expressly described on Exhibit A and will
not be resold, traded, exchanged, bartered, brokered or otherwise offered or
transferred to any third party or contain any branding other than ICP's
branding. Further, the Content of all such distribution, placements and
promotions shall be subject to AOL's policies relating to advertising and
promotion, including those relating to AOL's exclusivity commitments and other
contractual preferences to third parties.

CHANGES TO AOL PROPERTIES. AOL reserves the right to redesign or modify the
organization, structure, "look and feel," navigation and other elements of the
AOLNetwork at any time, including without limitation, by adding or deleting
channels, subchannels and/or screens and/or by outsourcing to a third party the
programming responsibility for any channel, subchannel, screen or portion
thereof. If such redesign or modification substantially modifies the nature of
the distribution provided under this Agreement in a material adverse fashion, or
if AOL is otherwise unable to deliver any particular Promotion, AOL will provide
ICP , as its sole remedy, with comparable distribution which is reasonably
satisfactory to ICP.

CONTESTS. ICP shall ensure that any contest, sweepstakes or similar promotion
conducted or promoted through the ICP Internet Site and/or ICP Programming (a
"Contest") complies with all applicable laws and regulations. ICP shall provide
AOL with (i) at least thirty (30) days prior written notice of any Contest and
(ii) upon AOL's request, an opinion from ICP's counsel confirming that the
Contest complies with all applicable federal, state and local laws and
regulations.

DISCLAIMERS. ICP agrees to include within the ICP Internet and ICP Programming a
disclaimer (the specific form and substance to be mutually agreed upon by the
Parties) indicating that all Content (including any products and services) is
provided solely by ICP and not AOL, and any transactions are solely between ICP
and AOL Members using or purchasing such Content and AOL is not responsible for
any loss, expense or damage arising out of the Licensed Content or services
provided through the ICP Internet Site or ICP Programming (e.g., "In no event
shall AOL nor any of its agents, employees, representatives or affiliates be in
any respect legally liable to you or any third party in connection with any
information or services contained herein and AOL makes no warranty or guaranty
as to the accuracy, completeness, correctness, timeliness, or usefulness of any
of the information contained herein"). ICP shall not in any manner state or
imply that AOL recommends or endorses ICP or its Content.

INSURANCE. At all times during the Term, ICP shall maintain an insurance policy
or policies reasonably satisfactory to AOL and adequate in amount to insure ICP
against all liability associated with the Licensed Content. ICP shall include
AOL as a named insured party on such policy or policies. ICP shall provide AOL
with a copy of such policy or policies within thirty (30) days after the
Effective Date, failing which, in addition to all other available remedies, AOL
shall be entitled to delay the launch of the Licensed Content on the AOL Network
(and reduce AOL's promotional and Impressions obligations proportionately). ICP
shall promptly notify AOL of any material change in such policy or policies.

NAVIGATION. In cases where an AOL Member performs a search for ICP through any
search or navigational tool or mechanism that is accessible or available through
the AOL Network (e.g., promotions, Keyword Search Terms, navigation bars or any
other promotions or navigational tools), AOL shall have the right to direct such
AOL Member to the ICP Internet Site, or any other ICP Interactive Site
determined by AOL in its reasonable discretion. ICP shall ensure that navigation
back to the AOL Network from the ICP Internet Site (and from any other ICP
Interactive Site linked to from the AOL Network), whether through a particular
pointer or link, the "back" button on an Internet browser, the closing of an
active window, or any other return mechanism, shall not be interrupted by ICP
through the use of any intermediate screen or other device not specifically
requested by the user, including without limitation through the use of any html
pop-up window or any other similar device.

AOL LOOK AND FEEL. ICP acknowledges and agrees that AOL shall own all right,
title and interest in and to the AOL Look and Feel. In addition, AOL shall
retain editorial control over the portions of the AOL pages and forms which
frame the ICP Internet Site or ICP Programming (the "AOL Frames"). AOL may, at
its discretion, incorporate navigational icons, links and pointers or other
Content into such AOL Frames.

OPERATIONS. AOL shall be entitled to require reasonable changes to the ICP
Internet Site and ICP Programming to the extent such site will, in AOL's good
faith judgment, adversely affect operations of the AOL Network.

CLASSIFIEDS, AUCTIONS AND CLUBS. ICP shall not implement or promote any
classifieds listing features through Secondary Page or ICP Programming without
AOL's prior written approval. Such approval may be conditioned upon, among other
things, ICP's conformance with any then-applicable service-wide technical or
other standards related to online classifieds. ICP shall not conduct any
merchandising through the Secondary Page ICP Programming through auctions, clubs
or any method other than a direct sales format without AOL's prior written
consent.

MESSAGE BOARDS; CHAT ROOMS AND COMPARABLE VEHICLES. Any Content submitted by ICP
or its agents within message boards, chat rooms or any comparable vehicles will
be subject to the license grant relating to submissions to "public areas" set
forth in the AOL Terms of Service. ICP acknowledges that it has no rights or
interest in AOL Member submissions to message boards, chat rooms or any other
vehicles through which AOL Members may make submissions within the AOL Network.
ICP will refrain from editing, deleting or altering, without AOL's prior
approval, any opinion expressed or submission made by an AOL Member within ICP
Programming except in cases where ICP has a good faith belief that the Content
in question violates an applicable law, regulation, third party right or the
applicable AOL Property's Terms of Service.

DUTY TO INFORM. ICP shall promptly inform AOL of any information related to the
ICP Internet Site, ICP Programming or the Licensed Content which could
reasonably lead to a claim, demand or liability of or against AOL and/or its
Affiliates by any third party.

RESPONSE TO QUESTIONS/COMMENTS; CUSTOMER SERVICE. ICP shall respond promptly and
professionally to questions, comments, complaints and other reasonable requests
regarding the ICP Internet Site, ICP Programming or the Licensed Content by AOL
Members or on request by AOL, and shall cooperate and assist AOL in promptly
answering the same. ICP shall have sole responsibility for customer service
(including, without limitation, order processing, billing, shipping, etc.) and
AOL shall have no responsibility with respect thereto. ICP shall comply with all
applicable requirements of any federal, state or local consumer protection or
disclosure law.

STATEMENTS THROUGH AOL NETWORK. ICP shall not make, publish, or otherwise
communicate through the AOL Network any deleterious remarks concerning AOL or
its Affiliates, directors, officers, employees, or agents (including, without
limitation, AOL's business projects, business capabilities, performance of
duties and services, or financial position) which remarks are based on the
relationship established by this Agreement or information exchanged hereunder.
This section is not intended to limit good faith editorial statements made by
ICP based upon publicly available information, or information developed by ICP
independent of its relationship with AOL and its employees and agents.

PRODUCTION WORK. In the event that ICP requests any AOL production assistance,
ICP shall work with AOL to develop detailed production plans for the requested
production assistance (the "Production Plan"). Following receipt of the final
Production Plan, AOL shall notify ICP of (i) AOL's availability to perform the
requested production work, (ii) the proposed fee or fee structure for the
requested production work and (iii) the estimated development schedule for such
work. To the extent the Parties reach agreement regarding implementation of
agreed-upon Production Plan, such agreement shall be reflected in a separate
work order signed by the Parties. All fees to be paid to AOL for any such
production work shall be paid in advance. To the extent ICP elects to retain a
third party provider to perform any such


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production work, work produced by such third party provider must generally
conform to AOL's production standards available at Keyword "Styleguide." The
specific production resources which AOL allocates to any production work to be
performed on behalf of ICP shall be as determined by AOL in its sole discretion.
With respect to any routine production, maintenance or related services which
AOL reasonably determines are necessary for AOL to perform in order to support
the proper functioning and integration of the Promotions, ICP Programming and
the ICP Internet Site ("Routine Services"), ICP will pay the then-standard fees
charged by AOL for such Routine Services.

PRODUCTION TOOLS. AOL shall determine in its sole discretion, which of its
proprietary publishing tools (each a "Tool") shall be made available to ICP in
order to develop and implement the Licensed Content during the Term. ICP shall
be granted a nonexclusive license during the Term to use any such Tool, which
license shall be subject to: (i) ICP's compliance with all rules and regulations
relating to use of the Tools, as published from time to time by AOL, (ii) AOL's
right to withdraw or modify such license at any time, and (iii) ICP's express
recognition that AOL provides all Tools on an "as is" basis, without warranties
of any kind.

TRAINING AND SUPPORT. AOL shall make available to ICP standard AOL training and
support programs necessary to produce any AOL areas hereunder. ICP can select
its training and support program from the options then offered by AOL. ICP shall
be responsible to pay the fees associated with its chosen training and support
package. In addition, ICP will pay travel and lodging costs associated with its
participation in any AOL training programs (including AOL's travel and lodging
costs when training is conducted at ICP's offices).

LAUNCH DATE. In the event that any terms contained herein relate to or depend on
the launch date of the ICP Internet Site or other property contemplated by this
Agreement, which launch date is later than the Effective Date, then it is the
intention of the Parties to record such launch date in a written instrument
signed by both Parties promptly following such launch date; provided that, in
the absence of such a written instrument, the launch date shall be as reasonably
determined by AOL based on the information available to AOL.

KEYWORDS. Any Keyword Search Terms to be directed to the ICP Internet Site shall
be (i) subject to availability for use by ICP and (ii) limited to the
combination of the Keyword(TM) search modifier combined with a registered
trademark of ICP. AOL reserves the right to revoke at any time ICP's use of any
Keyword Search Terms which do not incorporate registered trademarks of ICP. ICP
acknowledges that its utilization of a Keyword Search Term will not create in
it, nor will it represent it has, any right, title or interest in or to such
Keyword Search Term, other than the right, title and interest ICP holds in ICP's
registered trademark independent of the Keyword Search Term. Without limiting
the generality of the foregoing, ICP will not: (a) attempt to register or
otherwise obtain trademark or copyright protection in the Keyword Search Term;
or (b) use the Keyword Search Term, except for the purposes expressly required
or permitted under this Agreement. This Section shall survive the completion,
expiration, termination or cancellation of this Agreement.

ACCOUNTS. To the extent AOL has granted ICP any accounts on the AOL Service, ICP
will be responsible for the actions taken under or through its accounts, which
actions are subject to AOL's applicable Terms of Service and for any surcharges,
including, without limitation, all premium charges, transaction charges, and any
applicable communication surcharges incurred by any account issued to ICP, but
ICP will not be liable for charges incurred by any account relating to AOL's
standard monthly usage fees and standard hourly charges, which charges AOL will
bear. Upon the termination of this Agreement, all accounts, related screen names
and any associated usage credits or similar rights, will automatically
terminate. AOL will have no liability for loss of any data or content related to
the proper termination of any such account.

II.   TRADEMARKS

TRADEMARK LICENSE. In designing and implementing any marketing, advertising, or
other promotional materials (expressly excluding Press Releases) related to this
Agreement and/or referencing the other Party and/or its trade names, trademarks
and service marks (the "Promotional Materials") and subject to the other
provisions contained herein, ICP shall be entitled to use the following trade
names, trademarks and service marks of AOL: the "America Online(R)" brand
service, "AOL(TM)" service/software and AOL's triangle logo and, in connection
therewith, ICP shall comply with the AOL styleguide available at keyword: "style
guide"; and AOL and its Affiliates shall be entitled to use the trade names,
trademarks and service marks of ICP (collectively, together with the AOL marks
listed above, the "Marks"); provided that each Party: (i) does not create a
unitary composite mark involving a Mark of the other Party without the prior
written approval of such other Party and (ii) displays symbols and notices
clearly and sufficiently indicating the trademark status and ownership of the
other Party's Marks in accordance with applicable trademark law and practice.
This Section shall survive the completion, expiration, termination or
cancellation of this Agreement.

RIGHTS. Each Party acknowledges that its utilization of the other Party's Marks
will not create in it, nor will it represent it has, any right, title or
interest in or to such Marks other than the licenses expressly granted herein.
Each Party agrees not to do anything contesting or impairing the trademark
rights of the other Party.

QUALITY STANDARDS. Each Party agrees that the nature and quality of its products
and services supplied in connection with the other Party's Marks shall conform
to quality standards communicated in writing by the other Party for use of its
trademarks. Each Party agrees to supply the other Party, upon request, with a
reasonable number of samples of any Materials publicly disseminated by such
Party which utilize the other Party's Marks. Each Party shall comply with all
applicable laws, regulations and customs and obtain any required government
approvals pertaining to use of the other Party's Marks.

PROMOTIONAL MATERIALS. Each Party will submit to the other Party, for its prior
written approval, which shall not be unreasonably withheld or delayed, any
Promotional Materials; provided, however, that after initial public announcement
of the business relationship between the Parties in accordance with the approval
and other requirements contained herein, either Party's subsequent factual
reference in Promotional Materials to the existence of a business relationship
between AOL and ICP, including, without limitation, the availability of the
Licensed Content through the AOL Network, or use of screen shots relating to the
distribution under this Agreement (so long as the AOL Network is clearly
identified as the source of such screen shots) for promotional purposes shall
not require the approval of the other Party. Once approved, the Promotional
Materials may be used by a Party and its affiliates for the purpose of promoting
the distribution of the Licensed Content through the AOL Network and reused for
such purpose until such approval is withdrawn with reasonable prior notice. In
the event such approval is withdrawn, existing inventories of Promotional
Materials may be depleted.

INFRINGEMENT PROCEEDINGS. Each Party agrees to promptly notify the other Party
of any unauthorized use of the other Party's Marks of which it has actual
knowledge. Each Party shall have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each Party agrees to provide the other Party,
at such other Party's expense, with its reasonable cooperation and assistance
with respect to any such infringement proceedings.

III.  REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (i) such Party has
the full corporate right, power and authority to enter into this Agreement, to
grant the licenses granted hereunder and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it is
otherwise bound; (iii) when executed and delivered by such Party, this Agreement
will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; (iv) such Party's
Promotional Materials will neither infringe on any U.S. copyright, U.S. patent
or any other third party right nor violate any applicable law or regulation and
(v) such Party acknowledges that the other Party makes no representations,
warranties or agreements related to the subject matter hereof which are not
expressly provided for in this Agreement.

IV.  CONFIDENTIALITY

Each Party acknowledges that Confidential Information may be disclosed to the
other Party during the course of this Agreement. Each Party agrees that it will
take reasonable steps, at least substantially equivalent to the steps it takes
to protect its own proprietary information, during the term of this Agreement,
and for a period of three years following expiration or termination of this
Agreement, to prevent the disclosure of Confidential Information of the other
Party, other than to its employees, or to its other agents who must have access
to such Confidential Information for such Party to perform its obligations
hereunder, who will each agree to comply with this section. Notwithstanding the
foregoing, either Party may issue a press release or other disclosure containing
Confidential Information without the consent of the other Party, to the extent
such disclosure is required by law, rule, regulation or government or court
order or as reasonably advised by legal counsel. In such event, the disclosing
Party will provide at least five (5) business days prior written notice of such
proposed disclosure to the other Party. Further, in the event such disclosure is
required of either Party under the laws, rules or regulations of the Securities
and Exchange Commission or any other applicable governing body, such Party will
(i) redact mutually agreed-upon portions of this Agreement to the fullest extent
permitted under applicable laws, rules and regulations and (ii) submit a request
to such governing body that such portions and other provisions of this Agreement
receive confidential treatment under the laws, rules and regulations of the
Securities and Exchange Commission or otherwise be held in the strictest
confidence to the fullest extent permitted under the laws, rules or regulations
of any other applicable governing body.

V.  RELATIONSHIP WITH AOL MEMBERS


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<PAGE>   18

SOLICITATION OF SUBSCRIBERS. (a) During the term of this Agreement and for a two
year period thereafter, ICP will not use the AOL Network (including, without
limitation, the e-mail network contained therein) to solicit AOL Members on
behalf of another Interactive Service. More generally, ICP will not send
unsolicited, commercial e-mail (i.e., "spam") or other online communications
through or into AOL's products or services, absent a Prior Business
Relationship. For purposes of this Agreement, a "Prior Business Relationship"
will mean that the AOL Member to whom commercial e-mail or other online
communication is being sent has voluntarily either (i) engaged in a transaction
with ICP or (ii) provided information to ICP through a contest, registration, or
other communication, which included clear notice to the AOL Member that the
information provided could result in commercial e-mail or other online
communications being sent to that AOL Member by ICP or its agents. Any
commercial e-mail or other online communications to AOL Members which are
otherwise permitted hereunder will (x) include a prominent and easy means to
"opt-out" of receiving any future commercial e-mail communications from ICP and
(y) shall also be subject to AOL's then-standard restrictions on distribution of
bulk e-mail (e.g., related to the time and manner in which such e-mail can be
distributed through or into the AOL product or service in question).

(b) ICP shall ensure that its collection, use and disclosure of information
obtained from AOL Members under this Agreement ("Member Information") complies
with (i) all applicable laws and regulations and (ii) AOL's standard privacy
policies, available on the AOL Service at the keyword term "Privacy" (or, in the
case of the ICP Internet Site, ICP's standard privacy policies so long as such
policies are prominently published on the site and provide adequate notice,
disclosure and choice to users regarding ICP's collection, use and disclosure of
user information). ICP will not disclose Member Information collected hereunder
to any third party in a manner that identifies AOL Members as end users of an
AOL product or service or use Member Information collected under this Agreement
to market another Interactive Service.

EMAIL NEWSLETTERS. Any email newsletters sent to AOL Members by ICP or its
agents shall (i) be subject to AOL's policies on use of the email functionality,
including but not limited to AOL's policy on unsolicited bulk email, (ii) be
sent only to AOL Members requesting to receive such newsletters, (iii) not
contain Content which violates AOL's Terms of Service, and (iv) not contain any
advertisements, marketing or promotion for any other Interactive Service.

AOL MEMBER COMMUNICATIONS. To the extent ICP is otherwise permitted to send
communications to AOL Members (in accordance with the other requirements
contained herein): in any such communications to AOL Members on or off the ICP
Internet Site (including, without limitation, e-mail solicitations), ICP will
limit the subject matter of such communications to those categories of products,
services and/or content that are specifically contemplated by this Agreement and
will not encourage AOL Members to take any action inconsistent with the scope
and purpose of this Agreement, including without limitation, the following
actions: (i) using an Interactive Site other than the ICP Internet Site for the
purchase of Products, (ii) using Content other than the Licensed Content; (iii)
bookmarking of Interactive Sites; or (iv) changing the default home page on the
AOL browser. Additionally, with respect to such AOL Member communications, in
the event that ICP encourages an AOL Member to purchase products through such
communications, ICP shall ensure that (a) the AOL Network is expressly promoted
as the primary means through which the AOL Member can access the ICP Internet
Site (including without limitation by stating the applicable Keyword Search Term
and including direct links to specific offers within the ICP Internet Site) and
(b) any link to the ICP Internet Site will link to a page which indicates to the
AOL Member that such user is in a site which is affiliated with the AOL Network.

VI.  TREATMENT OF CLAIMS

LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE AOL
NETWORK OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO,
LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY,
"DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE TO THE OTHER
PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE
SUBJECT TO INDEMNIFICATION BELOW. EXCEPT AS PROVIDED BELOW IN THE "INDEMNITY"
SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE THAN THE
AGGREGATE AMOUNTS PAYABLE HEREUNDER IN THE YEAR IN WHICH THE EVENT GIVING RISE
TO SUCH LIABILITY OCCURRED; PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE FOR THE
AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY UNDER THE
PROVISIONS OF THIS AGREEMENT.

NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL NETWORK,
THE AOL TOOLS, OR ANY AOL PUBLISHING TOOLS, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING
THE PROFITABILITY OF AOL NETWORK OR THE ICP INTERNET SITE.

INDEMNITY. Each Party will defend, indemnify, save and hold harmless the other
Party and the officers, directors, agents, affiliates, distributors, franchisees
and employees of the other Party from any and all third party claims, demands,
liabilities, costs or expenses, including reasonable attorneys' fees
("Liabilities"), resulting from the indemnifying Party's material breach or
alleged breach of any duty, representation, or warranty of this Agreement. In
addition, ICP will defend, indemnify, save and hold harmless AOL and AOL's
officers, directors, agents, affiliates, distributors, franchisees and employees
from any and all Liabilities arising out of or in any way related to the
Licensed Content.

If a Party entitled to indemnification hereunder (the "Indemnified Party")
becomes aware of any matter it believes is indemnifiable hereunder involving any
claim, action, suit, investigation, arbitration or other proceeding against the
Indemnified Party by any third party (each an "Action"), the Indemnified Party
shall give the other Party (the "Indemnifying Party") prompt written notice of
such Action. Such notice shall (i) provide the basis on which indemnification is
being asserted and (ii) be accompanied by copies of all relevant pleadings,
demands, and other papers related to the Action and in the possession of the
Indemnified Party. The Indemnifying Party shall have a period of ten (10) days
after delivery of such notice to respond. If the Indemnifying Party elects to
defend the Action or does not respond within the requisite ten (10) day period,
the Indemnifying Party shall be obligated to defend the Action, at its own
expense, and by counsel reasonably satisfactory to the Indemnified Party. The
Indemnified Party shall cooperate, at the expense of the Indemnifying Party,
with the Indemnifying Party and its counsel in the defense and the Indemnified
Party shall have the right to participate fully, at its own expense, in the
defense of such Action. If the Indemnifying Party responds within the required
ten (10) day period and elects not to defend such Action, the Indemnified Party
shall be free, without prejudice to any of the Indemnified Party's rights
hereunder, to compromise or defend (and control the defense of) such Action. In
such case, the Indemnifying Party shall cooperate, at its own expense, with the
Indemnified Party and its counsel in the defense against such Action and the
Indemnifying Party shall have the right to participate fully, at its own
expense, in the defense of such Action. Any compromise or settlement of an
Action shall require the prior written consent of both Parties hereunder, such
consent not to be unreasonably withheld or delayed.

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

VII.  ARBITRATION

(a) The Parties shall act in good faith and use commercially reasonable efforts
to promptly resolve any claim, dispute, claim, controversy or disagreement (each
a "Dispute") between the Parties or any of their respective subsidiaries,
affiliates, successors and assigns under or related to this Agreement or any
document executed pursuant to this Agreement or any of the transactions
contemplated hereby. If the Parties cannot resolve the Dispute within such
timeframe, the Dispute shall be submitted to the Management Committee for
resolution. For ten (10) days after the Dispute was submitted to the Management
Committee, the Management Committee shall have the exclusive right to resolve
such Dispute; provided further that the Management Committee shall have the
final and exclusive right to resolve Disputes arising from any provision of this
Agreement which expressly or implicitly provides for the Parties to reach mutual
agreement as to certain terms. If the Management Committee is unable to amicably
resolve the Dispute during the ten (10) day period, then the Management
Committee will consider in good faith the possibility of retaining a third party
mediator to facilitate resolution of the Dispute. In the event the Management
Committee elects not to retain a mediator, the Dispute will be subject to the
resolution mechanisms described below. "Management Committee" shall mean a
committee made up of a senior executive from each of the Parties for the purpose
of resolving Disputes under this Section and generally overseeing the
relationship between the Parties contemplated by this Agreement. Neither Party
shall seek, nor shall be entitled to seek, binding outside resolution of the
Dispute unless and until the Parties have been unable to amicably resolve the
dispute as set forth in this


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paragraph (a) and then, only in compliance with the procedures set forth in this
Section.

(b) Except for Disputes relating to issues of (i) proprietary rights, including
but not limited to intellectual property and confidentiality, and (ii) any
provision of this Agreement which expressly or implicitly provides for the
Parties to reach mutual agreement as to certain terms (which shall be resolved
by the Parties solely and exclusively through amicable resolution as set forth
in paragraph (a)), any Dispute not resolved by amicable resolution as set forth
in paragraph (a) shall be governed exclusively and finally by arbitration. Such
arbitration shall be conducted by the American Arbitration Association ("AAA")
in Washington, D.C. and shall be initiated and conducted in accordance with the
Commercial Arbitration Rules ("Commercial Rules") of the AAA, including the AAA
Supplementary Procedures for Large Complex Commercial Disputes ("Complex
Procedures"), as such rules shall be in effect on the date of delivery of a
demand for arbitration ("Demand"), except to the extent that such rules are
inconsistent with the provisions set forth herein. Notwithstanding the
foregoing, the Parties may agree in good faith that the Complex Procedures shall
not apply in order to promote the efficient arbitration of Disputes where the
nature of the Dispute, including without limitation the amount in controversy,
does not justify the application of such procedures.

(c) The arbitration panel shall consist of three arbitrators. Each Party shall
name an arbitrator within ten (10) days after the delivery of the Demand. The
two arbitrators named by the Parties may have prior relationships with the
naming Party, which in a judicial setting would be considered a conflict of
interest. The third arbitrator, selected by the first two, shall be a neutral
participant, with no prior working relationship with either Party. If the two
arbitrators are unable to select a third arbitrator within ten (10) days, a
third neutral arbitrator will be appointed by the AAA from the panel of
commercial arbitrators of any of the AAA Large and Complex Resolution Programs.
If a vacancy in the arbitration panel occurs after the hearings have commenced,
the remaining arbitrator or arbitrators may not continue with the hearing and
determination of the controversy, unless the Parties agree otherwise.

(d) The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and not state law, shall
govern the arbitrability of all Disputes. The arbitrators shall allow such
discovery as is appropriate to the purposes of arbitration in accomplishing a
fair, speedy and cost-effective resolution of the Disputes. The arbitrators
shall reference the Federal Rules of Civil Procedure then in effect in setting
the scope and timing of discovery. The Federal Rules of Evidence shall apply in
toto. The arbitrators may enter a default decision against any Party who fails
to participate in the arbitration proceedings.

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

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

(g) Any Dispute that is not subject to final resolution by the Management
Committee or to arbitration under this Section or law (collectively,
"Non-Arbitration Claims") shall be brought in a court of competent jurisdiction
in the State of New York. Each Party irrevocably consents to the exclusive
jurisdiction of the courts of the State of New York and the federal courts
situated in the State of New York, over any and all Non-Arbitration Claims and
any and all actions to enforce such claims or to recover damages or other relief
in connection with such claims or to enforce a judgment rendered in an
arbitration proceeding.

VIII.  MISCELLANEOUS

AUDITING RIGHTS. Each Party shall maintain complete, clear and accurate records
of all expenses, revenues, fees, transactions and related documentation
(including agreements) in connection with the performance of this Agreement
("Records"). All such Records shall be maintained for a minimum of five (5)
years following termination of this Agreement. For the sole purpose of ensuring
compliance with this Agreement, AOL shall have the right, at its expense, to
conduct a reasonable and necessary copying and inspection of portions of the
Records of ICP that are directly related to amounts payable to AOL pursuant to
this Agreement, which right may, at AOL's option, be exercised by directing an
independent certified public accounting firm to conduct such inspection. For the
sole purpose of ensuring compliance with this Agreement, ICP shall have the
right, at its expense, to direct an independent certified public accounting firm
subject to strict confidentiality restrictions to conduct a reasonable and
necessary copying and inspection of portions of the Records of AOL that are
directly related to amounts payable to ICP pursuant to this Agreement. Any such
audit may be conducted after twenty (20) business days prior written notice,
subject to the following. Such audits shall not be made more frequently than
once every twelve months. No such audit of AOL shall occur during the period
beginning on June 1 and ending October 1. In lieu of providing access to its
Records as described above, AOL shall be entitled to provide ICP with a report
from an independent certified public accounting firm confirming the information
to be derived from such Records.

EXCUSE. Neither Party shall be liable for, or be considered in breach of or
default under this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.

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

NOTICE. Any notice, approval, request, authorization, direction or other
communication under this Agreement will be given in writing and will be deemed
to have been delivered and given for all purposes (i) on the delivery date if
delivered by electronic mail on the AOL Network (to screenname
"AOLNotice@aol.com" in the case of AOL) or by confirmed facsimile; (ii) on the
delivery date if delivered personally to the Party to whom the same is directed;
(iii) one business day after deposit with a commercial overnight carrier, with
written verification of receipt; or (iv) five business days after the mailing
date, whether or not actually received, if sent by U.S. mail, return receipt
requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available. In the case of AOL, such notice will
be provided to both the Senior Vice President for Business Affairs (fax no.
703-265-1206) and the Deputy General Counsel (fax no. 703-265-1105), each at the
address of AOL set forth in the first paragraph of this Agreement. In the case
of ICP, except as otherwise specified herein, the notice address shall be the
address for ICP set forth in the first paragraph of this Agreement, with the
other relevant notice information, including the recipient for notice and, as
applicable, such recipient's fax number or AOL e-mail address, to be as
reasonably identified by AOL.

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

RETURN OF INFORMATION. Upon the expiration or termination of this Agreement,
each Party shall, upon the written request of the other Party, return or destroy
(at the option of the Party receiving the request) all confidential information,
documents, manuals and other materials specified by the other Party.

SURVIVAL. Sections IV, V, VI, VII and VIII of this Exhibit C, shall survive the
completion, expiration, termination or cancellation of this Agreement. In
addition, all payment terms of this Agreement and any provision that expressly
states that it shall survive or which, by its nature, must survive the
completion, expiration, termination or cancellation of this Agreement, shall
survive the completion, expiration, termination or cancellation of this
Agreement.

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

AMENDMENT. No change, amendment or modification of any provision of this
Agreement shall be valid unless set forth in a written instrument signed by the
Party subject to enforcement of such amendment.

FURTHER ASSURANCES. Each Party shall take such action (including, but not
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by the other Party for the implementation or continuing
performance of this Agreement.

ASSIGNMENT. ICP shall not assign this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of AOL.
Assumption of this


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<PAGE>   20

Agreement by any successor to ICP (including, without limitation, by way of
merger, consolidation or sale of all or substantially all of ICP's stock or
assets) shall be subject to AOL's prior written approval. Further, in the event
of (i) any Change of Control of ICP resulting in control of ICP by an
Interactive Service or an entity that controls, is controlled by or is under
common control with an Interactive Service, or (ii) any Change of Control of
AOL, AOL shall have the right to terminate this Agreement upon written notice to
ICP. Subject to the foregoing, this Agreement shall be fully binding upon, inure
to the benefit of and be enforceable by the Parties hereto and their respective
successors and assigns. If AOL elects to terminate this Agreement under this
provision, AOL shall make a pro rata refund of the cash payments made by ICP.

SUBCONTRACTORS. To the extent ICP desires to utilize consultants or
subcontractors to perform a material portion of its obligations under this
Agreement, utilization of such consultants and/or subcontractors shall be
subject to AOL's prior written approval and ICP shall provide AOL with direct
contact information for the employees of such consultants and/or subcontractors
who are responsible for performing such obligations, which employees shall be
available during business hours for consultation with AOL. ICP shall be
responsible for ensuring that all consultants and subcontractors comply with
this Agreement and ICP shall be liable for any breaches of this Agreement caused
by any consultant or subcontractor.

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

REMEDIES. Except where otherwise specified, the rights and remedies granted to a
Party under this Agreement are cumulative and in addition to, and not in lieu
of, any other rights or remedies which the Party may possess at law or in
equity.

APPLICABLE LAW. This Agreement shall be interpreted, construed and enforced in
all respects in accordance with the laws of the Commonwealth of Virginia except
for its conflicts of laws principles.

EXPORT CONTROLS. Both parties shall adhere to all applicable laws, regulations
and rules relating to the export of technical data and shall not export or
re-export any technical data, any products received from the other Party or the
direct product of such technical data to any proscribed country listed in such
applicable laws, regulations and rules unless properly authorized.

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

COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same document. Signatures sent by facsimile shall be deemed original
signatures.

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                                    EXHIBIT D


                  CERTIFICATION OF COMPLIANCE WITH COMMITMENTS
                              REGARDING PROMOTIONS

Pursuant to Section 3.3 of the Interactive Services Agreement between
______________ ("ICP") and America Online, Inc. ("AOL"), dated as of
_________________, 1999 (the "Agreement"), the following report is delivered to
AOL for the period beginning _____________ and ending __________ (the "Period"):

I.       PROMOTIONAL COMMITMENTS

ICP hereby certifies to AOL that ICP completed the following promotional
commitments during the Period:

    TYPE OF PROMOTION  DATE(S) OF  DURATION/CIRCULATION OF  RELEVANT CONTRACT
                       PROMOTION   PROMOTION                SECTION
--------------------------------------------------------------------------------
1.

--------------------------------------------------------------------------------
2.

--------------------------------------------------------------------------------
3.


IN WITNESS WHEREOF, this Certificate has been executed this ___ day of
___________, 199_.

______________________________________

By: __________________________________

Print Name:  _________________________

Title: _______________________________

Date: ________________________________



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                                    EXHIBIT E

                          TECHNICAL OPERATING STANDARDS

1.  ICP Internet Site Infrastructure. ICP will be responsible for all
    communications, hosting and connectivity costs and expenses associated with
    the ICP Internet Site. ICP will provide all hardware, software,
    telecommunications lines and other infrastructure necessary to meet traffic
    demands on the ICP Internet Site from the AOL Network. ICP will design and
    implement the network between the AOL Service and ICP Internet Site such
    that (i) no single component failure will have a materially adverse impact
    on AOL Members seeking to reach the ICP Internet Site from the AOL Network
    and (ii) no single line under material control by ICP will run at more than
    70% average utilization for a 5-minute peak in a daily period. In this
    regard, ICP will provide AOL, upon request, with a detailed network diagram
    regarding the architecture and network infrastructure supporting the ICP
    Internet Site. In the event that ICP elects to create a custom version of
    the ICP Internet Site in order to comply with the terms of this Agreement,
    ICP will bear responsibility for all aspects of the implementation,
    management and cost of such customized site.

2.  Optimization; Speed. ICP will use commercially reasonable efforts to ensure
    that: (a) the functionality and features within the ICP Internet Site are
    optimized for the client software then in use by AOL Members; and (b) the
    ICP Internet Site is designed and populated in a manner that minimizes
    delays when AOL Members attempt to access such site. At a minimum, ICP will
    ensure that the ICP Internet Site's data transfers initiate within fewer
    than fifteen (15) seconds on average. Prior to commercial launch of any
    material promotions described herein, ICP will permit AOL to conduct
    performance and load testing of the ICP Internet Site (in person or through
    remote communications), with such commercial launch not to commence until
    such time as AOL is reasonably satisfied with the results of any such
    testing.

3.  User Interface. ICP will maintain a graphical user interface within the ICP
    Internet Site that is competitive in all material respects with interfaces
    of other similar sites based on similar form technology. AOL reserves the
    right to review and approve the user interface and site design prior to
    launch of the Promotions and to conduct focus group testing to assess
    compliance with respect to such consultation and with respect to ICP's
    compliance with the preceding sentence.

4.  Technical Problems. ICP agrees to use commercially reasonable efforts to
    address material technical problems (over which ICP exercises control)
    affecting use by AOL Members of the ICP Internet Site (an "ICP Technical
    Problem") promptly following notice thereof. In the event that ICP is unable
    to promptly resolve an ICP Technical Problem following notice thereof from
    AOL (including, without limitation, infrastructure deficiencies producing
    user delays), AOL will have the right to regulate the promotions it provides
    to ICP hereunder until such time as ICP corrects the ICP Technical Problem
    at issue.

5.  Monitoring. ICP will ensure that the performance and availability of the ICP
    Internet Site is monitored on a continuous (24 X 7) basis. ICP will provide
    AOL with contact information (including e-mail, phone, pager and fax
    information, as applicable, for both during and after business hours) for
    ICP's principal business and technical representatives, for use in cases
    when issues or problems arise with respect to the ICP Internet Site.

6.  Telecommunications. Where applicable the ICP will utilize encryption
    methodology to secure data communications between the Parties' data centers.
    The network between the Parties will be configured such that no single
    component failure will significantly impact AOL Users. The network will be
    sized such that no single line over which the ICP has material control runs
    at more than 70% average utilization for a 5-minute peak in a daily period.

7.  Security. ICP will utilize Internet standard encryption technologies (e.g.,
    Secure Socket Layer - SSL) to provide a secure environment for conducting
    transactions and/or transferring private member information (e.g. credit
    card numbers, banking/financial information, and member address information)
    to and from the ICP Internet Site. ICP will facilitate periodic reviews of
    the ICP Internet Site by AOL in order to evaluate the security risks of such
    site. ICP will promptly remedy any security risks or breaches of security as
    may be identified by AOL's Operations Security team.

8.  Technical Performance.

    i.  ICP will design the ICP Internet Site to support the AOL-Client embedded
        versions of the Microsoft Internet Explorer 3.XX and 4.XX browsers
        (Windows and Macintosh), the Netscape Browser 4.XX and make commercially
        reasonable efforts to support all other AOL browsers listed at:
        "http://webmaster.info.aol.com."

    ii. To the extent ICP creates customized pages on the ICP Internet Site for
        AOL Members, ICP develop and employ a methodology to detect AOL Members
        (e.g., examine the HTTP User-Agent field in order to identify the "AOL
        Member-Agents" listed at: http://webmaster. info.aol.com and referenced
        under the heading "Browser Detection."

    iii. ICP will periodically review the technical information made available
        by AOL at http://webmaster.info.aol.com.

    iv. ICP will design its site to support HTTP 1.0 or later protocol as
        defined in RFC 1945 and to adhere to AOL's parameters for refreshing or
        preventing the caching of information in AOL's proxy system as outlined
        in the document provided at the following URL:
        http://webmaster.info.aol.com. ICP is responsible for the manipulation
        of these parameters in web based objects so as allow them to be cached
        or not cached as outlined in RFC 1945.

    v.  Prior to releasing material, new functionality or features through the
        ICP Internet Site ("New Functionality"), ICP will use commercially
        reasonable efforts to either (i) test the New Functionality to confirm
        its compatibility with AOL Service client software and (ii) provide AOL
        with written notice of the New Functionality so that AOL can perform
        tests of the New Functionality to confirm its compatibility with the AOL
        Service client software. Should any new material, new functionality or
        features through the ICP Internet Site be released without notification
        to AOL, AOL will not be responsible for any adverse member experience
        until such time that compatibility tests can be performed and the new
        material, functionality or features qualified for the AOL Service.

9.  AOL Internet Services Partner Support. AOL will provide ICP with access to
    the standard online resources, standards and guidelines documentation,
    technical phone support, monitoring and after-hours assistance that AOL
    makes generally available to similarly situated web-


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<PAGE>   23

    based partners. AOL support will not, in any case, be involved with content
    creation on behalf of ICP or support for any technologies, databases,
    software or other applications which are not supported by AOL or are related
    to any ICP area other than the ICP Internet Site. Support to be provided by
    AOL is contingent on ICP providing to AOL demo account information (where
    applicable), a detailed description of the ICP Internet Site's software,
    hardware and network architecture and access to the ICP Internet Site for
    purposes of such performance and the coordination load testing as AOL elects
    to conduct.

10. ICP Programming. The terms and conditions of this Exhibit applicable to the
    ICP Internet Site shall apply equally to any ICP Programming that is (a)
    programmed in HTML or (b) web-based.

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<PAGE>   24

                                    EXHIBIT F

                               KEYWORD GUIDELINES

PRINT/GRAPHIC

o         Preferred listing: (AOL Logo appears) America Online Keyword:
                             Park N View or PNV America Online Keyword:
                             Park N View or PNV

o         If necessary, due to space constraints, listing may (pending approval)
          appear as follows:

 AOL KEYWORD: PARK N VIEW OR PNV

o         Every effort should be made to have 'America Online' spelled out

o         Capitalization - listing should appear in initial caps only
          Note:  When America Online is abbreviated to AOL - AOL must appear in
                 all caps. K of Keyword must always be capitalized

o         Font, Font style and Size must all be consistent

o         Listing size must be of equal prominence to that of any/all other URLs
          featured

BROADCAST/RADIO

o         America Online Keyword must be orally announced in its entirety (even
          if an accompanying graphic is set with AOL versus America Online)

     Example voiceover would read:
         "For more information, please visit America Online Keyword: Park N View
          or PNV"

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                                    EXHIBIT G

                             OTHER MEDIA PROMOTIONS


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<PAGE>   26

                                    EXHIBIT H

           AOL.COM AND NETSCAPE NETCENTER USAGE REPORTING REQUIREMENTS

AOL may, from time to time, modify (e.g., replace, add or delete): (a) the
format of the reports required, (b) the frequency of the reports, or (c) the
data required therein, upon reasonable advance notice to ICP.

All of the foregoing usage reports shall be delivered separately for each
Territory.

DEFINITIONS

For purposes of this Exhibit C, definitions are as follows:

Page Views

Page Views are units of measurement that represent the number of requests for a
page of content. A page of content is, but is not limited to, a static page such
as an HTML document or a dynamically generated page such as from a CGI script.
Exception: Pages containing framesets should not be counted and only the pages
within the frameset containing principle content should be counted.

Total Page Views

The sum of all Page Views for all co-branded content hosted by the ICP.

Unique Visitors

The number of different Visitors who access a site within a specific time period
as determined by AOL. To identify unique users, Web sites need a unique
identifier, which may be obtained through some form of user registration or
identification system. AOL may change the definition of "unique visitors" from
time to time upon notice to ICP.

Visitor

An individual who interacts with a Website.

Visits

A series of page requests by a Visitor without a specified period of inactivity
(usually 30 consecutive minutes). If a Visitor leaves the site and comes back
within that specified period of inactivity, it is counted as part of the same
Visit.

1. REPORT FREQUENCY

The report frequency is weekly. The weekly report period is Thursday to
Wednesday, with weekly reports due the following day, Thursday by noon PST.

2. REPORT DELIVERY

The report shall be emailed to <partner-reports@netscape.com> and any other
email address designated by AOL in the Weekly Report Format.


3. REPORT SPECIFICATIONS: THE REPORT MUST COVER THE FOLLOWING INFORMATION:


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<PAGE>   27

3.1. Breakdown of Total Page Views by day for the entire co-branded site; daily
Total Page Views for each area within the site and, if applicable and if daily
Page Views exceed 200,000 per day, then the break down of individual Page Views
shall be provided daily in each area.

3.2. Breakdown of registration numbers.

3.3. Breakdown of Visits by day, if online reporting is required.

3.4. Optional: Unique Visitors by day, week and month, if applicable.

4. ICP INFORMATION

ICP provides to AOL Report Team the following information upon
execution/signature of contract:

    -   ICP Name

    -   ICP Contact Name

    -   ICP phone number and e-mail

    -   ICP technical contact phone, pager and e-mail

    -   location of online ICP traffic reports (if applicable)

        ->  URL location

        ->  Login/password

        ->  Does AOL need a Static IP address for access

    -   Channel/directory names

    -   subchannel/subdirectory names

5. WEEKLY REPORT FORMAT

The following example is received weekly by NOON Thursdays via e-mail to:
partner-reports@netscape.com (and/or other email address designated by AOL):

Subject: Partner Traffic Report for <ICPname> from <mm-dd-yyyy> through
<mm-dd-yyyy>

date,mm-dd-yyyy,mm-dd-yyyy,mm-dd-yyyy,mm-dd-yyyy,mm-dd-yyyy,mm-dd-yyyy,
mm-dd-yyyy

                Total Page Views, x1,x2,x3,x4,x5,x6,x7
                channelname1, y1,y2,y3,y4,y5,y6,y7
                channelname2,y1,y2,y3,y4,y5,y6,y7
                channelname1:sub-channelname1,z1,z2,z3,z4,z5,z6,z7
                channelname1:sub-channelname2,z1,z2,z3,z4,z5,z6,z7
                etc....

       Definitions
       date = mm-dd-yyyy
       channelname = an alphanumeric string excluding colons (:), or commas (,).

       Spaces are allowed.
       subchannelname = an alphanumeric string excluding embedded colons
       (:), or commas (,), separated from a channel by a colon. Spaces are
       allowed.
           x1,x2,x3... = the actual number of Page Views for each date.
           y1,y2,y3... = the actual number of channelname Page Views for each
                         date.
           z1,z2,z3... = the actual number of sub-channelname Page Views for
                         each date.


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<PAGE>   28

        Example

        Subject: Partner Traffic Report for Classified2000 from 09-03-1998
        through 09-09-1998

            date,09-03-1998,09-04-1998,09-05-1998,09-06-1998,09-07-1998,
            08-03-1998,09-09-1998
            Total Page Views,271652,254771,140885,153994,289143,301992,278666
home page,78948,75321,43999,52917,79434,85019,67554 computers,34958,37988,22908,
24958,40984,43959,32093
autos,747,857,343,565,867,949,767 computers:apples,2938,5954,4349,3876,7433,
8578,7657
computers:pcs,32020,32034,18559,21082,33551,35381,24436 etc...

6.  ACCESS LOGS

Access logs will be subject to review or audit by I/Pro at AOL's request on a
quarterly basis in addition to the au

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                                    EXHIBIT I
                            FORM OF WARRANT AGREEMENT




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