<PAGE>

                                                                   EXHIBIT 10.20


               SOFTWARE LICENSE AND CONSULTING SERVICES AGREEMENT

This Software License and Consulting Services Agreement (the "Agreement") is
entered by and between InterPacket Networks, Inc., a Delaware corporation with
offices at 1901 Main Street, Second Floor, Santa Monica, California 90405
("IPN"), and RealNetworks, Inc., a Washington corporation with offices at 2601
Elliott Avenue, Suite 1000, Seattle, Washington 98121 ("RN"). The Effective Date
of this Agreement is March 20, 2000.

1.   DEFINITIONS

     "Deliverables" means the Software and other work product resulting from the
     Services as specified in the Statement of Work.

     "Services" means the consulting and development of Deliverables and
     Software, to be provided by RN hereunder, as more fully described in the
     Statement of Work.

     "Software" means the [***] as specified in the Statement of Work.

     "Statement of Work" means the Statement of Work for RealNetworks
     Professional Services, attached to this Agreement as Attachment A.

     "Streaming Media System" means the IPN system that enables live and
     on-demand streaming media delivery over the InterPacket network
     infrastructureas specified in the Statement of Work.

2.   PROFESSIONAL SERVICES

     2.1  SERVICES. RN shall provide the Services set forth in the Statement of
          Work and shall deliver to IPN, subject to the license provisions of
          Section 4 herein, the Deliverables according to the schedule set forth
          in the Statement of Work. All right, title and interest in and to the
          Deliverables is owned by, and shall remain with, RN.

     2.2  COOPERATION. IPN acknowledges that its timely provision of and RN's
          unimpeded reasonable access to equipment, assistance, cooperation,
          complete and accurate information and data from IPN officers, agents,
          and employees, and suitably configured computer products as specified
          in the Statement of Work are essential to performance of any Services
          within the timeframe set forth in this Agreement and in the Statement
          of Work, and that RN shall not be liable for any deficiency in
          performing Services if such deficiency results from IPN's failure to
          provide reasonable access, assistance and cooperation. With respect to
          the performance of Services, IPN will not direct or supervise RN's
          employees at IPN's premises with respect to said individuals' tasks or
          responsibilities without RN's express written consent provided that
          such individuals will conduct themselves in a professional workman
          like manner.

     2.3  ACCEPTANCE. Acceptance of Deliverables shall be pursuant to the
          applicable Acceptance Criteria specified in the Statement of Work. In
          the event IPN fails to notify RN of any difficulties or problems with
          the Deliverables within 30 days after delivery to IPN, IPN shall be
          deemed to have accepted the Deliverables. Prior to acceptance of such
          Deliverables, RN shall have the right to repair or replace the
          Deliverables at its discretion. Upon acceptance of such Deliverables,
          except with respect to the warranty set forth in Section 10, RN shall
          be under no obligation to repair or replace such Deliverables.

3.   REAL BROADCAST NETWORK REFERRALS

During the Term, IPN shall participate in a referral program with Real Broadcast
Network ("RBN") referral program as specified in Attachment C.

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

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.


                                       1


<PAGE>



4.   SOFTWARE

     4.1  SOFTWARE LICENSE. In consideration of the fees specified in the
          Statement of Work, RN hereby grants to IPN [***] license to [***]
          copies of the Software solely for use [***] as specified in
          Attachment A. IPN shall receive licenses to [***] copies of the
          Software upon completion of the Custom RealProxy Cache Beta Code
          Release as specified in the Statement of Work, and an additional
          [***] Software licenses upon completion of the project as specified in
          the Statement of Work.

          IPN may not modify, enhance, reverse engineer, decompile, dissemble or
          make derivative works of the Software or Deliverables. IPN may not
          copy (except for archive purposes), license, sublicense, transfer, or
          in any way distribute to third parties the Software or Deliverables.
          IPN may not use the Software as part of hosting any content owned by
          IPN or originating from servers owned, leased or otherwise operated by
          IPN, unless IPN receives a hosting license from RN.

     4.2  ADDITIONAL SOFTWARE LICENSES. For 1 year after the Effective Date, IPN
          may license additional copies of the Software for the fees specified
          in Attachment B. All such additional copies shall be licensed to IPN
          pursuant to the terms of this Agreement. Such additional copies shall
          be promptly provided by RN to IPN contemporaneous with the payment of
          the applicable fees.

     4.3  DIFFERENT PLATFORMS. In the event IPN wishes to transfer its existing
          Software licenses acquired herein to another operating system
          platform, such transfer will be without additional charge for such
          existing licenses, provided that (i) IPN agrees to pay RN for all
          porting, developing and other related fees which may be necessary to
          port the Software to such desired operating system platform; and (ii)
          applicable license fees shall still apply to additional Software
          licenses which IPN may acquire from RN.

5.   FEES AND PAYMENT

     5.1  PAYMENTS. IPN will pay RN according to the Payment Schedule set forth
          in the Statement of Work. By executing this Agreement, IPN confirms
          the budget for the work, and the charges and purchases set forth in
          the Statement of Work. If IPN wishes to enlarge the scope of the
          Services or implement additional features or subtasks, the parties
          shall agree upon the costs therefor in advance in writing.

     5.2  EXPENSES. IPN will reimburse RN for reasonable incidental expenses and
          disbursements incurred by RN related to supplies, media (disks and
          CD-ROM costs), travel and related lodging and meals, shipping,
          telephone charges, and any other reasonable expenses incurred in the
          performance of the Services. RN shall bear sole responsibility for
          expenses incurred to acquire the necessary tools to perform the
          Services. As of the Effective Date, RN anticipates that the costs as
          stated in the SOW shall not change. If RN needs to procure any third
          party computer software, hardware, other office supplies or any other
          subcontracted services or products to implement, perform, or install
          items set forth in Attachment A for which IPN will be charged an
          additional fee, and the cost of which will exceed $1000, RN will
          notify IPN in advance, and obtain approval for the amount of the
          purchase plus any applicable sales tax.

     5.3  BILLING. RN will invoice IPN for reasonable expenses and any third
          party purchases on a monthly basis. The invoice will include a report
          itemizing the reasonable expenses and third party purchases. IPN shall
          pay all invoices within 30 days of receipt, and shall not make any
          deductions thereto.

     5.4  TAXES. The charges do not include taxes or duties. If RN is required
          to pay or collect any local, value added goods and services, or any
          other similar taxes or duties based on Services provided under this
          Agreement, then such taxes and/or duties shall be billed to and paid
          by IPN. This shall not apply to taxes based on RN's income

6.   CHANGE REQUESTS. IPN's request for any change in Services must be in
     writing; this requirement pertains to all such requests including but not
     limited to requests for changes in project plans, scope, specifications,
     schedule, designs,

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

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       2
<PAGE>

     or requirements. RN shall not be obligated to perform tasks described in
     IPN's request until the parties agree in writing to the proposed change.

7.   NON-SOLICITATION. Neither party will enter into any separate agreements,
     written or oral, with current or former employees or staff of the other
     party without such party's express written consent during the term of this
     Agreement and for one (1) year from RN's completion of work performed for
     IPN by RN under this or other agreements.

8.   TERM; TERMINATION

     8.1  TERM. This Agreement shall commence as of the Effective Date and shall
          remain in effect for one year thereafter, or until terminated earlier
          in accordance with this Section 8.

     8.2  TERMINATION BY RN. Failure of IPN to make payments to RN in accordance
          with this Agreement shall be considered substantial nonperformance and
          cause for termination. If IPN fails to make payments when due, RN may,
          upon 15 days' written notice to IPN, suspend performance under this
          Agreement. Unless RN receives payment in full within seven days of the
          date of the notice, the suspension shall take effect without further
          notice. In the event of a suspension of services in accordance with
          this Section 8.2, RN shall have no liability to IPN for delay or
          damage caused IPN because of such suspension of services.

     8.3  TERMINATION BY IPN. IPN shall have the right at any time to terminate
          this Agreement on twenty-one (21) days' written notice. In the event
          of such termination, and provided termination is not as a result of
          RN's unremedied breach of this Agreement, IPN shall pay RN then
          accrued payments due under the Statement of Work, plus the pro-rated
          portion of the next payment, if any, due with respect to items being
          worked on up to the time of termination, plus reimbursable expenses.
          Should IPN wish to delete specific subtasks, IPN will notify RN
          immediately in writing.

     8.4  TERMINATION FOR BREACH. Either party may terminate this Agreement upon
          seven (7) days' written notice to the other party in the event the
          other party materially breaches this Agreement and fails to cure such
          breach within fifteen (15) days' written notice from the non-breaching
          party.

9.   OTHER SOFTWARE

     9.1  The Services provided under this Agreement may be in support of IPN's
          license to use other computer software programs, owned or distributed
          by RN, under a separate software license agreement. The software
          license agreement shall govern all use by IPN of such programs.
          Neither this Agreement nor any purchase order or similar ordering
          document shall include the grant of any license or any other rights
          for such programs.

     9.2  Any Services acquired from RN shall be bid separately from such
          program licenses, and IPN may acquire either Services or such program
          licenses without acquiring the other.

     9.3  For RN products generally and publicly available (including plug-ins),
          RN agrees to make available and license such products to IPN at then
          current list prices.

10.  WARRANTY. RN represents, warrants and covenants that: (i) any Deliverables,
     information or materials developed for, or any advice provided to RN, shall
     not rely or in any way be based upon Confidential Information (as defined
     in Section 12.1) obtained or derived by RN from sources other than RN
     unless RN has received specific authorization in writing to use such
     Confidential Information; (ii) RN will not enter into any contracts or
     otherwise obligate IPN in any way without IPN's express approval; and (iii)
     RN will perform the Services consistent with generally accepted industry
     practices. IPN must report any deficiencies in the Services to RN in
     writing within [***] of completion of the Services in order to receive
     warranty remedies. THE WARRANTY HEREIN IS EXCLUSIVE AND IN LIEU OF ALL
     OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR ANY
     BREACH OF THE ABOVE WARRANTY, IPN'S EXCLUSIVE REMEDY, AND RN'S ENTIRE
     LIABILITY, SHALL BE THE RE-PERFORMANCE OF THE SERVICES. IF RN FAILS OR IS
     UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED, IPN SHALL BE ENTITLED TO
     RECOVER THE FEES PAID TO RN FOR THE DEFICIENT SERVICES.

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

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.


                                       3
<PAGE>



11.  RESPONSIBILITY FOR IPN CONTENT AND SITES; INDEMNIFICATION. Except for the
     Services to be provided by RN hereunder, as between IPN and RN, IPN shall
     be completely and solely responsible for all matters relating to any
     content or material ("Content") owned or used by IPN in connection with any
     equipment provided by RN, and in connection with IPN's Internet web site,
     intranet, or extranet system (collectively, "Sites"). IPN shall remain
     solely responsible and liable for the Content and the Sites, and RN assumes
     no responsibility for editing, reviewing, controlling or any other
     activities associated with the use or publication of any of the Content,
     the operation and maintenance of IPN's Sites, and shall have no liability
     to any third party in connection with such activities, whether or not RN
     undertakes such responsibilities unless RN acts in a grossly negligent or
     malicious manner with respect to such responsibilities. Except as set forth
     in the preceding sentence, IPN hereby agrees to indemnify, hold harmless
     and defend RN and its employees, contractors and agents from all claims,
     damages, costs and expenses, including reasonable attorneys' fees and
     litigation expenses, arising out of or in connection with any Content or
     the Site. Neither party will be responsible or liable to the other for
     content broadcast or distributed by IPN through the referral program.

12.  CONFIDENTIALITY

     12.1 CONFIDENTIAL INFORMATION. The Parties acknowledge that, in the course
          of performing their obligations under this Agreement, a Party (the
          "Receiving Party") may obtain information relating to the other Party
          (the "Disclosing Party") and its customers which is of a confidential
          or proprietary nature ("Confidential Information"). Such Confidential
          Information includes, but is not limited to, trade secrets, know-how,
          inventions, techniques, processes, pricing, discounts, schedules,
          customer lists, contract terms (including the terms of this
          Agreement), customer leads, financial information, sales plans,
          marketing plans, and any other information labeled or designated as
          "Confidential," or information by its nature would reasonably be
          presumed to be confidential. For purposes of this Agreement,
          Confidential Information does not include any information that the
          Receiving Party can prove (a) is in the public domain, (b) was
          lawfully in the Receiving Party's possession before the Disclosing
          Party disclosed such information, (c) was received by the Receiving
          Party from a third party under no duty to maintain the confidentiality
          of such information, or (d) was independently developed by the
          Receiving Party.

     12.2 RESTRICTIONS ON DISCLOSURE. The Receiving Party shall at all times,
          both during and after the term of this Agreement, hold the
          Confidential Information of the Disclosing Party in the strictest
          confidence, and shall not disclose such Confidential Information to
          any third party, except to those of its employees, contractors, and
          professional advisors (collectively, "Employees") as reasonably
          necessary to carry out its obligations under this Agreement, provided
          that prior to any disclosure of a Disclosing Party's Confidential
          Information to any of its Employees, a Receiving Party shall ensure
          that such Employee has executed a nondisclosure and proprietary
          information agreement with restrictions on the use of the Disclosing
          Party's Confidential Information no less restrictive than those
          provided herein which relate to the Disclosing Party. Neither the
          Receiving Party nor any Employee shall use such Confidential
          Information for any purpose other than as necessary for the
          performance of its obligations under this Agreement. In addition, the
          Parties shall not disclose the terms of this Agreement to any third
          party. Notwithstanding the foregoing, nothing in this Agreement shall
          be construed to prohibit any disclosure required by a valid court
          order or subpoena, provided that the Party being required to disclose
          any Confidential Information gives the Disclosing Party prior written
          notice of such disclosure and cooperates with the Disclosing Party in
          any proper action taken by the Disclosing Party to contest or limit
          the scope of such disclosure. The parties' obligations with respect to
          Confidential Information shall continue for five (5) years from the
          date of termination or expiration of this Agreement.

     12.3 REMEDIES FOR DISCLOSURE. The Parties acknowledge and agree that any
          breach of the confidentiality obligations of this Agreement would
          cause irreparable harm and, accordingly, that injunctive relief, in
          addition to any monetary damages or other remedies that may be
          available in law or in equity, is an appropriate remedy to prevent any
          threatened or ongoing breach of such obligations.

13.  NO ASSIGNMENT. Neither party shall assign, transfer or otherwise dispose of
     this Agreement or any rights or duties hereunder without the prior written
     consent of the other provided that the sale of all of the stock or assets

                                       4
<PAGE>

     of any party or the merger or other transaction resulting in the change in
     control of such party shall not require the consent of the other party. If
     such sale, merger or other transaction involves a competitor of the party
     not being acquired, such party may immediately terminate this Agreement.

14.  LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
     INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR
     LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY
     THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER
     PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
     DAMAGES. RN'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE
     AMOUNT OF FEES PAID BY IPN UNDER THIS AGREEMENT.

15.  INFRINGEMENT INDEMNITY.

     15.1 RN agrees to indemnify, hold harmless, and defend IPN from and against
          any and all damages, costs, and expenses, including reasonable
          attorney's fees, incurred in connection with any third party claim
          that the Software infringes any copyright, patent, trademark, trade
          secret, or other proprietary right of such third party, provided IPN
          promptly notifies RN of the claim, RN has sole control over its
          defense or settlement, and IPN provides reasonable assistance in the
          defense of same at RN's expense. [***]

     15.2 In the event RN receives information concerning an intellectual
          property infringement claim relating to the Software that would
          interfere with IPN's rights hereunder, RN may at its expense, either:
          (i) procure for IPN the right to continue using the alleged infringing
          Software; or (ii) replace or modify the Software to make it
          non-infringing, and IPN shall thereupon cease use of the alleged
          infringing Software. In the event that RN is unable to procure rights
          for IPN under (i) or (ii) after exercising reasonable commercial
          efforts to do so, then RN may immediately terminate this Agreement,
          refund the fee paid by IPN to RN for the infringing Software and IPN
          shall cease and desist using or distributing the infringing Software.
          This Section states RN's exclusive liability and IPN's exclusive
          remedy in the event of infringement.

     15.3 IPN agrees to indemnify, hold harmless, and defend RN from and against
          any and all damages, costs, and expenses, including reasonable
          attorney's fees, incurred in connection with any third party claim
          that the Streaming Media System other than the Software infringes any
          copyright, patent, trademark, trade secret, or other proprietary right
          of such third party, provided RN promptly notifies IPN of the claim,
          IPN has sole control over its defense or settlement, and RN provides
          reasonable assistance in the defense of same at IPN's expense. [***]

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

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       5

<PAGE>

16.  MISCELLANEOUS. This Agreement and all Attachments attached hereto and
     incorporated herein constitute the entire agreement between the parties,
     and supersedes any and all agreements, whether written or oral, and may
     only be amended or modified by a written instrument signed by both parties.
     Any controversy, dispute or question arising out of, in connection with or
     in relation to this Agreement or its interpretation, performance or
     nonperformance, or any breach thereof, shall be determined by arbitration
     in the County of King, State of Washington, in accordance with the rules
     then obtaining of the American Arbitration Association. The arbitrator
     shall have full discretion to designate which party, if any, is responsible
     for cost and expenses of such arbitration. The decision of the arbitrator
     shall be final and binding upon the parties hereto and may be entered as a
     final decree or judgment in any court of competent jurisdiction. It is
     expressly agreed that the terms and conditions of this Agreement and any
     Ordering Document supersede the terms of IPN's purchase order.


REALNETWORKS, INC.

By: /s/ Martin Plaehn
  -------------------------------------
Print Name: Martin Plaehn
           ----------------------------
Title:  SVP Media Systems
      ---------------------------------

Accepted and Agreed to
this 20th day of March, 2000.


INTERPACKET NETWORKS, INC.

By: /s/ Timothy F. Sylvester
  -------------------------------------
Print Name: Timothy F. Sylvester
           ----------------------------
Title:  EVP, Business and Legal Affairs
      ---------------------------------


                                       6


<PAGE>



                                  ATTACHMENT A

                                                                       [GRAPHIC]

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

ATTACHMENT A
STATEMENT OF WORK FOR
REALNETWORKS PROFESSIONAL SERVICES

PREPARED FOR INTERPACKET
BY REALNETWORKS PROFESSIONAL SERVICES
MARCH 20, 2000





     This document contains proprietary information belonging to RealNetworks,
     Inc. No use or disclosure of the information contained herein is permitted
     without the prior written consent of RealNetworks, Inc.

                                       7
<PAGE>


                           (C)2000 RealNetworks, Inc.
                              All rights reserved.

 RealAudio and RealVideo are registered trademarks of RealNetworks, Inc.
              in the United States of America and other countries.

            Basic Server, Basic Server Plus, Real Broadcast Network,
           RBN, RealDeveloper, RealProducer, RealMedia, RealNetworks,
        RealPix, RealPlayer, RealPlayer Plus, RealPublisher, RealServer,
         RealSystem, RealText, the RealBubble and the RealNetworks Media
  Type logotypes are trademarks or registered trademarks of RealNetworks, Inc.
              in the United States of America and other countries.

       RealFlash is a trademark of Macromedia, Inc. and RealNetworks, Inc.
              in the United States of America and other countries.

     Macromedia, the Macromedia logo, and Flash are registered trademarks of
     Macromedia, Inc. in the United States of America and other countries.

     All other trade names, trademarks or registered trademarks are trade names,
     trademarks or registered trademarks of their respective companies.

                     The computer file for this document is
                             InterPacket SOW v3.doc


[GRAPHIC]
2601 Elliott Avenue
Suite 1000
Seattle, Washington 98121
Phone: (206) 674.2700
Fax: (206) 674.2699
WWW.REAL.COM

                                       8
<PAGE>

1.   BACKGROUND

RealNetworks Professional Services (RNps) shall provide to InterPacket the
Deliverables described herein for use by Interpacket in an advanced RealSystem
G2 broadcast network to deliver high quality streaming media services to users
via InterPacket's satellite distribution network ("Streaming Media System"). The
InterPacket streaming media system will include the following capabilities [***]

2.   PROJECT SCHEDULE

2.1. PROJECT SCHEDULE

The project is to be accomplished with four (4) critical phases:

<TABLE>
<CAPTION>
  -------------- ------------------------------------------------------------ --------------------------------------------
      PHASE                        DELIVERABLE DESCRIPTION                          SCHEDULE (ESTIMATED COMPLETION)
  -------------- ------------------------------------------------------------ --------------------------------------------
<S>            <C>                                                           <C>
                 InterPacket Steaming Media System Requirements
  Phase 1        Specifications                                                   [***]
  -------------- ------------------------------------------------------------ --------------------------------------------
  Phase 2        [***]                                                            [***]
  -------------- ------------------------------------------------------------ --------------------------------------------
  Phase 3        [***]                                                            [***]
  -------------- ------------------------------------------------------------ --------------------------------------------
  Phase 4        [***]                                                            [***]
  -------------- ------------------------------------------------------------ --------------------------------------------
</TABLE>

3.   STATEMENT OF WORK

An overview of the tasks and functions (statement of work) to be performed by
RealNetworks Professional Services is presented in this section. Upon acceptance
of this statement of work, RNps will begin the software component development
process. Highlights of the major project activities are as follows:

SYSTEM REQUIREMENTS SPECIFICATION

     -    Creation of System Requirements Specification ("SRS") from which all
          Software Design Documents ("SDD") are written

SOFTWARE DESIGN DOCUMENT

     -    Creation of internal development document from which all code is
          written

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

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.



                                        9
<PAGE>

SOFTWARE DEVELOPMENT

     -    [***]

QA/TEST

     -    [***]

DOCUMENTATION

     -    Prepare installation and administration documentation

DEPLOYMENT

     -    Perform on-site installation and deployment services on a
          representative portion of the InterPacket network

     -    Perform on-site QA tests of the component releases according to the QA
          test plan in the InterPacket environment

     -    Assist in the software/hardware integration with InterPacket hardware
          and network systems

     -    Report any bugs found to RNps development and QA teams for resolution

     -    Perform knowledge transfer and custom training to InterPacket
          representatives

All software component development efforts will be performed at the Real
Networks development facilities in Seattle, Washington, except as may be
required by the terms of this SOW.

3.1. SYSTEM REQUIREMENTS SPECIFICATION (PHASE 1)

RealNetworks Professional Services and IPN will jointly complete the System
Requirements Specification during this phase of the project. The design effort
will require substantial interaction and information exchange between
InterPacket and RNps technical representatives. The tasks will include on-site
and off-site services to perform the analysis, research, design, documentation,
and reviews for delivery of the SRS.

DELIVERABLES

The deliverable for this phase of the project will be the InterPacket System
Requirements Specification which shall be reasonably acceptable to IPN.

CUSTOMER RESPONSIBILITIES

InterPacket will be responsible for the following items in support of the design
and specification phase of the project:  [***]

-    InterPacket will provide access to personnel and appropriate
     representatives for meetings, telephone conferences and related
     communications necessary to complete the design and analysis tasks required
     for this phase of the project.

ACCEPTANCE CRITERIA

RealNetworks Professional Services will conduct a review meeting with
InterPacket representatives where the final System Requirements Specifications
will be presented and delivered. The design phase of the project will be
considered complete upon delivery of the final SRS document which document shall
be reasonably acceptable to IPN and consistent with the terms of this SOW. [***]

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

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       10
<PAGE>

3.2. [***] -


3.3. [***] .

3.4. [***]

3.5. [***]

4.   COSTS AND SCHEDULE

The cost for the project includes a fixed fee price for the services to
accomplish the stated scope of work outlined in this proposal. Costs do not
include travel and travel related expenses necessary for the project.

[***]

4.1. PAYMENT SCHEDULE

[***]

4.2. CUSTOM UPGRADE AND SUPPORT

Custom support services for the Software shall be as specified in Exhibit 1 to
this Statement of Work and shall be provided through Real Networks Professional
Services. Custom upgrade services include Software revisions to maintain support
for compatibility with revisions in the standard RealNetworks products
(RealServer, RealPlayer, RealProxy, RealProducer).

[***]

                                       11


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

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

<PAGE>


                                  ATTACHMENT B

                          ADDITIONAL SOFTWARE LICENSES

InterPacket may acquire licenses for additional copies of the Software for the
license fees payable to RN as specified below:

[***]

This pricing is for bulk unit purchases of Software licenses. Each order for
additional licenses shall be counted separately and may not be accrued with
previous orders.

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

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       12

<PAGE>



                                  ATTACHMENT C

                     REAL BROADCAST NETWORK REFERRAL PROGRAM

1.1  REFERRAL PROGRAM

InterPacket and Real Broadcast Network ("RBN") will agree to the referral
program detailed below.

2    INTERPACKET'S RESPONSIBILITIES

a)   [***]

     HTTP://WWW.REALNETWORKS.COM/RBN

b)   InterPacket and RBN will provide a single point of contact for referral
     activities as set forth in this Agreement.

3    RBN'S RESPONSIBILITIES

     [***]


3.1  INTERCONNECTION AND CONTENT DISTRIBUTION

     [***]

3.2  Pricing

     [***]

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

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       13


<PAGE>



                       EXHIBIT 1 TO THE STATEMENT OF WORK

                      CUSTOM SOFTWARE UPGRADES AND SUPPORT
                              TERMS AND CONDITIONS

This Exhibit to the Consulting Services Agreement (the "Agreement") sets forth
the support obligations of RN and related obligations of IPN (the "Customer").

1.   DEFINITIONS.

     1.1  In addition to the capitalized terms defined elsewhere in this
Addendum, the following terms used herein shall have the meanings ascribed to
them below:

          (a)  "Error" shall mean any instance in which the Software does
     not materially conform to the Documentation and any condition (i) that
     precludes one or more functions of the Software from being performed due to
     suspected or actual Errors in the Software; or (ii) in which the Customer's
     technical support personnel need reasonable assistance or information
     regarding the Software; provided, however, that an Error shall not include
     any material nonconformance that is due to hardware, software, or other
     equipment not referred to in the Documentation as being compatible with the
     Software.

          (b)  "First Level Support" shall consist of accepting and handling end
     user calls and troubleshooting to the point of verifying that there is an
     Error and that the Error, if any, is in the Software.

          (c)  "Second Level Support" shall consist of telephone and remote
     diagnostic support to the Customer Contact (not directly to end users or
     other third parties) with regard to the operation and utilization of the
     Software and maintenance modifications, error corrections or bug fixes
     necessary to bring the Software into conformance with the Documentation
     therefor.

          (d)  "Customer Contact" shall mean an individual designated in writing
     by the Customer who is authorized to contact the Support Center. Customer
     may substitute the Customer Contacts at any time upon written notice
     thereof to RN.

          (e)  "Support Center" shall mean the RN facility or facilities from
     which support obligations are to be provided hereunder. As of the Effective
     Date, RealNetwork's Support Center is located at 2601 Elliott Avenue, Suite
     1000, Seattle, Washington 98121.

          (f)  "Workaround" shall mean: (i) a modification to the Software;
     (ii) an alteration to the configuration of the end user's computer or
     software; or (iii) a change in the way the end user accomplishes a task
     using the Software; any of which may be of a temporary nature, to help
     avoid the Error.

          (g)  "Upgrade" shall mean the modification to the Software to support
     updated versions of Gold releases of RealSystem G2 products (e.g.,
     RealProducer, RealServer, RealPlayer).

     1.2  All other capitalized terms used in this Addendum and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.

2.   CUSTOMER OBLIGATIONS

     2.1  The Customer shall be responsible for providing First Level Support
for the Software. RN shall not be required to have direct contact with the
Customer's distributors or end users with regard to Technical Support.

     2.2  The Customer shall ascertain the nature of each reported Error, and
the circumstances under which such Error occurs. The Customer shall use
reasonable commercial efforts to provide RN with information, traces, server
access or documentation sufficient for RN to duplicate the Error. Upon RN's
duplication of such Error, the parties shall mutually determine in good faith
the reasonable classification of such Error.

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     2.3  The Customer shall designate a reasonable number of the Customer
Contacts, not to exceed three (3) individuals at any given time, for
communication with RN's representatives at the Support Center and shall make
reasonable efforts to minimize redundancy in support requests. All the Customer
support requests must be made through a Customer Contact. Each Customer Contact
shall have adequate technical expertise, training and experience to fulfill his
or her responsibilities. The Customer shall immediately provide RN with the
name, title and 24-hour contact information for each Customer Contact.

     2.4  The Customer agrees that when requesting support services, it shall
follow the following procedures: (i) the Customer shall first contact the
Support Center through standard support channels. (ii) If the Customer does not
receive a response from the Support Center within the requisite time frame set
forth in Section 3.3 below, it shall escalate issue to appropriate RN management
level. Specific contact information will be provided to the Customer once Custom
Software Support Services are initiated.

3.   RN SUPPORT OBLIGATIONS.

     3.1  Support Center personnel shall be available for telephone contact
Monday through Friday, 8:00 AM to 5:00 PM Pacific Time, at the Support Center,
exclusive of RN's local holidays. RN shall also provide the Customer with a
means of reporting Errors to RN by electronic mail, voice mail, or telephonic
recording capability. Specific contact information will be provided to the
Customer once Custom Software Support Services are initiated.

     3.2  RN will provide Support Services for a one (1) year period. The cost
for Support Services will be invoiced at the beginning of the Support Services
period.

     3.3  RN shall provide Second Level Support to the Customer in connection
with the Software as follows: (i) assist the Customer Contacts in determining
the cause of Errors encountered by the Customer or end users in the use of
Software; and (ii) make commercially reasonable efforts to classify and correct
all Errors that a Customer Contact identifies, classifies and reports to RN and
that RN can substantiate. RN shall not be required to correct any Error caused
by any failure to implement any Upgrades to the Software that are provided by RN
to the Customer. RN will provide reasonable response times from having been
alerted of the Error (within two business days) and implement a patch,
Workaround or temporary fix as soon as a reasonable solution is available.

     3.4  If the Customer desires to receive on-site technical support at any
of its locations, it shall pay RN based on RN's quoted prices for such support
or consulting services, and shall pay all direct RN expenses associated
therewith, including transportation, accommodations and meals.

     3.5  For the avoidance of doubt, RN shall not have any support obligations
with respect to beta versions of Software.

     3.6  RN shall deliver an upgrade release of the Software on an as needed
basis and upon completion of RN development of the upgrade release of the
Software to operate with the Gold release of the RealSystem G2 software in use
by the Customer.


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