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                                  Exhibit 10.1

                          ANCHOR DISTRIBUTION AGREEMENT

This agreement (the "Agreement") is made and entered into as of _______________,
2000, between Microsoft Corporation ("Microsoft"), with offices at One Microsoft
Way, Redmond, WA 98052-6399 and Netivation.com (the "Company"), with offices at
806 West Clearwater Loop, Suite N, Post Falls, ID 83854. Microsoft and Company
agree as follows:

SECTION 1.        DEFINITIONS

         "COMPANY LOGO" means the Company logo(s) and trademark(s) provided to
Microsoft for use in connection with the Service.

         "CONTENT" means material provided by Company to Microsoft, including,
but not limited to, advertisements, promotional banners and the Newsletter.

         "COPY" means a single email delivered to a specific Subscriber
consisting of a reproduction (in whole or in part) of a specific version of the
Newsletter and/or hypertext link to the Newsletter.

         "IPRS" means trade secrets, patents, copyrights, trademarks, service
marks, trade names, know-how, moral rights, rights of publicity and privacy, and
similar rights of any type under the laws of any governmental authority,
domestic or foreign, including all applications and registrations relating to
any of the foregoing.

         "NEWSLETTER" means the publications to be provided by Company to
Microsoft, Copies of which will be distributed to Subscribers via the Service.

         "REGISTRATION PAGES" means those web pages that are displayed to users
of the U.S. English language Hotmail service in a manner to permit such users to
register to receive the Copies and other third party content via the Service.

         "SERVICE" means the WebCourier Service whereby a person registering or
registered for a U.S. English language Hotmail email account may also register
to receive third party content via the Hotmail service.

         "SUBSCRIBER" means a Hotmail account that has consented to receiving
the Newsletter.

SECTION 2.        MICROSOFT OBLIGATIONS

         2.1 SERVICE. Microsoft will provide Company with placement on the
Registration Page consisting of Newsletter name, for which the Newsletter name
will link to a hide-and-seek functionality which displays the Company Logo and a
text description of the Newsletter. Company will be listed as an "Anchor
Provider" in the Politics category ("Category"). Microsoft may modify the
Registration Pages (including, without limitation, Category names) from time to
time, provided that Company receives reasonably comparable placement on such
revised pages as specified herein.

         2.2 PROVIDERS. The Newsletters of not more than one (1) "Premier
Provider" and [confidential information filed separately with the SEC] "Anchor
Providers" may be referenced in the Category. The "Premier Provider" will
receive the most prominent placement in the Category, and each "Anchor Provider"
will receive placement in descending order [confidential information filed
separately with the SEC] by such "Anchor Provider" to Microsoft to appear in
such category.

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         2.3 DISTRIBUTION. Subject to paragraph 3.1, Microsoft will deliver
Copies to Subscribers according to such schedules as mutually agreed upon by
Company and Microsoft. Company may change the schedule pursuant to which the
Copies are distributed to Subscribers by giving Microsoft written notice of the
requested change at least fifteen (15) business days prior to the scheduled
change. Company may not schedule Copies of more than one Newsletter to be
distributed in any twenty-four (24) hour period.

         2.4 POLITICS ADVERTISEMENT. Microsoft will provide Company with a
permanent advertisement approximately one-third (1/3) of the page beginning
below the header in the right column on the MSN Politics home page and
appropriate story level pages designated by Microsoft (collectively, "Politics
Ad"). Company may alternate the elements and text within the Politics Ad,
however, such Content shall be subject to prior approval by Microsoft. The
Politics Ad (including the site to which the ad links) must identify Company as
the purchaser of the advertisement. Specifications for the material elements
that Company must include in the Politics Ad and any link are attached hereto as
Exhibit A, and Company agrees that all submissions will comply with all such
applicable elements.

         2.5 ADVERTISING IMPRESSIONS. Microsoft will provide Company with the
following advertising impressions ("Impressions"):

                  (a) [Confidential information filed separately with the SEC]
Impressions which shall be distributed between various Microsoft properties, at
Microsoft's sole discretion; and

                  (b) [Confidential information filed separately with the SEC]
Impressions which shall appear on MSNBC.

Impressions consist of a combination of banners (in rotation with other
companies), e-mail advertisements (within the text of the e-mail), advertorials
and any other advertising inventory elements greed upon by the parties. Such
Impressions may not be redeemed for cash and will expire at the end of the Term.
Microsoft guarantees a minimum of [confidential information filed separately
with the SEC] Impressions of the Political Ad. If Microsoft fails to deliver the
agreed upon number of Impressions during the Term, Company's sole remedy for
such failure will be the extension of the Term until the agreed upon number of
Impressions (or other Impressions as the parties may agree) are provided.
Company may purchase additional advertising impressions during the Term at
Microsoft's then-current rate card. Company will create and deliver to Microsoft
all promotional banners for review at least ten (10) days prior to the first run
date for such banner as designated by Company. All promotional banners shall
meet all specifications and submissions requirements provided by Microsoft.

SECTION 3.        COMPANY OBLIGATIONS

         3.1 DELIVERY AND SPECIFICATIONS. Company will deliver the Newsletter to
Microsoft at a specified URL, and on a delivery schedule agreed upon by the
parties in writing. The Company Logo, Newsletter text description and the
Newsletters are all subject to specifications and submissions guidelines (as
applicable) established by Microsoft and set forth in Exhibit B, as the same may
be modified from time to time by Microsoft upon notice. Company will deliver the
Company Logo and Newsletter text description to Microsoft in the manner directed
by Microsoft. Company acknowledges that time is of the essence in providing the
foregoing to Microsoft, and the Company's failure to meet the foregoing timing
requirements or any applicable specifications may delay or prevent delivery of
Copies hereunder.

         3.2 LICENSE. Company hereby grants Microsoft a world-wide,
non-exclusive, royalty-free license to:

                  (a) reproduce, promote, market, distribute, display, transmit,
download, upload, edit, modify and otherwise use the Newsletter to fulfill
Microsoft's obligations under this Agreement; and

                  (b) reproduce, display, transmit and otherwise use the Company
Logo and Newsletter text description in connection with (i) providing the
Service and Newsletter to Subscribers, and (ii) marketing and promoting the
Service and Newsletter.

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         3.3 LIMITATIONS. The Content may not contain, promote, market,
advertise, distribute, offer to distribute, link (either directly or, if with
the knowledge of Company, indirectly) to or otherwise related to content that:

                  (a) is inappropriate, obscene, defamatory, profane, indecent
or unlawful;

                  (b) infringes or misappropriates third party IPRs;

                  (c) constitutes "hate speech," whether directed at an
individual or a group, and whether based upon the race, sex, creed, national
origin, religious affiliation, sexual orientation or language of such individual
or group;

                  (d) promotes or contains viruses, worms, corrupted files,
cracks or other materials that are intended to or may damage or render
inoperable software, hardware or security measures of Microsoft, Subscribers or
any third party;

                  (e) facilitates gambling, or the sale or use of liquor,
tobacco products or illicit drugs;

                  (f) facilitates, promotes or forwards pyramid schemes, chain
letters or illegal contests; or

                  (g) otherwise restricts or inhibits any person's use or
enjoyment of Hotmail or the Service.

The Newsletter may not contain, promote, market, advertise, distribute, or offer
to distribute competing e-mail or newsletter products whether offered by Company
or a third party (E.G., Lycos, Excite and other services designated by
Microsoft). Microsoft may, but is under no obligation to, review the Content,
and may refuse to host or make the Content available to MSN users in whole or in
part if Microsoft determines that the Content violates the foregoing
limitations, is not deemed appropriate for MSN users, or violates such other
reasonable limitations as Microsoft may adopt from time to time. Failure by
Microsoft to publish any Content does not constitute a breach of contract or
otherwise entitle Company to any legal remedy. Microsoft reserves the right to
refuse advertisements from third parties that require ads to be served from that
third party's servers.

         3.4 SUBSCRIBER INFORMATION. All information regarding Subscribers
collected through the Service constitutes Confidential Information (as that term
is used in Section 9) of Microsoft, and is subject to the confidentiality
requirements of Section 9. Notwithstanding the foregoing, information obtained
by Company directly from Subscribers will not constitute Confidential
Information of Microsoft and may be used by Company from time to time; provided,
Company does not collect, use or disclose such information in any manner that
identifies the subject as a Subscriber or Hotmail customer.

         3.5 CHANGES TO NEWSLETTER. Company will provide Microsoft with
[confidential information filed separately with the SEC] prior written notice of
any material change to the nature or intended audience of any Newsletter.
[Confidential information filed separately with the SEC.]

SECTION 4.        CONSIDERATION

         4.1 ADVANCE. Company will prepay Microsoft an advance of the fees set
forth in paragraph 4.2 in an amount equal to one million five hundred thousand
dollars (U.S.$1,500,000) (the "Advance"). The Advance is a non-refundable,
guaranteed payment to Microsoft. The Advance will be rendered to Microsoft in
four (4) equal installments on a quarterly basis (i.e., every three (3) months
during the Term). The first payment hereunder is due when this Agreement is
signed and returned to Microsoft. Microsoft will invoice Company for the three
(3) remaining payments approximately thirty (30) days prior to the beginning of
each subsequent quarter, and Company will pay such invoiced amounts on or before
the

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first day of each such subsequent quarter. Notwithstanding the foregoing,
upon termination or expiration of this Agreement, other than by Company
pursuant to paragraph 5.2(b) or Microsoft pursuant to paragraph 5.3, Company
will immediately pay Microsoft any amounts of the Advance not yet paid.

         4.2 FEE. Company will pay Microsoft the following fees as consideration
for Microsoft distributing the Newsletter to Subscribers:

                  (a) for Newsletters scheduled to be distributed [confidential
information filed separately with the SEC], one cent (U.S.$0.01) per Copy
distributed to a Subscriber; and

                  (b) for Newsletters scheduled to be distributed [confidential
information filed separately with the SEC], one and one-half cent (U.S.$0.015)
per Copy distributed to a Subscriber.

         4.3 DISTRIBUTION AGREEMENT. On a quarterly basis (including, at the end
of the Term), Microsoft will compare the fees accumulated for the Copies
actually distributed hereunder against the Advance paid for such quarter (or the
Term). If the fees incurred pursuant to paragraph 4.2 for the number of Copies
actually distributed during such quarter (or the Term) are greater than the
portion of the Advance paid for such quarter (or the Term), Microsoft will
invoice Company for the difference at the applicable rates noted in paragraph
4.2. If at the end of the Term the fees (including the Advance) received by
Microsoft hereunder exceed the amount of the fees incurred by Company for
distribution of Copies hereunder, Microsoft will refund the difference to
Company; except that in no event will Microsoft be required to refund or
otherwise return to Company any portion of the Advance.

         4.4 INVOICE AND PAYMENT. Within thirty (30) days after the date of an
invoice, Company will pay Microsoft all amounts owing pursuant to such invoice
in readily available funds. Amounts not paid when due under this Agreement will
accrue interest at a rate of one and one-half percent (1.5%), compounded on a
monthly basis. Microsoft reserves the right to immediately suspend distribution
of the Newsletter if Company fails to make timely payment of any amounts owing
hereunder. All payments of amounts owing to Microsoft will be made at the
following location or such other location designated by Microsoft in writing:

                  Microsoft Corporation
                  PO Box 7247 - 7123
                  Philadelphia PA  19170-7123

         4.5 REPORTS. Microsoft will provide Company with monthly reports
setting forth the number of Subscribers receiving Copies and the total number of
Copies delivered per month.

         4.6 TAXES. The fees, advances and other amounts owing to Microsoft
pursuant to this Agreement do not include taxes or other governmental fees.
Company will pay all taxes and other governmental fees arising out of or related
to all transactions undertaken pursuant to this Agreement, other than taxes on
Microsoft income and revenue, and will provide Microsoft with appropriate
evidence of such payment upon request.

         4.7 AUDITS. Microsoft will maintain during the Term and for at least
six (6) months thereafter all of its regular books of account relating to Copies
distributed via the Service and amounts owing to Microsoft hereunder. If Company
believes in good faith that Microsoft invoiced Company in excess of amounts
actually owing pursuant to paragraph 4.2, Company will have the right at
Company's sole expense to audit such books of account, subject to the following:
(a) Company will provide Microsoft with at least thirty (30) days' prior written
notice of such audits; (b) audits may occur only during Microsoft's regular
business hours, and at the location where such books of account are maintained
by Microsoft or such other location reasonably specified by Microsoft; (c)
Company will cooperate with Microsoft in good faith to avoid and limit any
disruption of such audits to Microsoft's business and operations; (d) such audit
will be conducted by an independent accounting firm, acceptable to Microsoft and
compensated by Company in a manner that is not affected by the outcome of the
audit (e.g., no contingency fees); (e) the auditors provide Microsoft with all
results and other communications to Company related to the audit at the same
time such

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auditors provide such communications to Company; (f) audits may not occur
more than once, may not exceed three (3) consecutive days and must be
completed within six (6) months after the end of the Term; (g) the auditors
provide their final conclusions of the audit to Company and Microsoft
simultaneously and within thirty (3) days after the last day of the audit.
Any information disclosed to or otherwise learned by Company or its auditors
in connection with an audit conducted pursuant to this paragraph constitutes
Confidential Information (as the term is used in Section 9) of Microsoft and
subject to the limitations on use set forth in paragraph 9.1.

SECTION 5.        TERM AND TERMINATION

         5.1 TERM. This Agreement is binding upon signature and the "Term" will
be in effect for a period of twelve (12) months commencing upon January 14,
2000.

         5.2 TERMINATION. Either party may immediately terminate this Agreement:
(a) [confidential information filed separately with the SEC]; or (b) upon
written notice if the other party breaches the Agreement in any material
respect, and the breach remains uncured for a period of ten (10) days following
the breaching party's receipt of written notice of the breach from the
nonbreaching party.

         5.3 MICROSOFT TERMINATION. Notwithstanding paragraph 5.1, Microsoft may
terminate this Agreement upon thirty (30) days' prior written notice if
Microsoft ceases to offer the Service. In such a case, Microsoft will return to
Company a pro rata portion of the Advance actually paid to Microsoft (less any
additional fees incurred by Company hereunder). If fees incurred by Company
hereunder exceed the amount of the pro rated Advance actually paid to Microsoft
as of the date of termination, Microsoft will invoice, and Company will promptly
pay, any additional amounts owing hereunder.

         5.4 SURVIVAL. This paragraph and Sections 3.4 (Subscriber Information),
4 (Consideration), 6 (Representations and Warranties), 7 (Indemnification), 8
(Limitation of Liability), 9 (Confidentiality), and 10 (General) shall survive
any termination of this Agreement, together with all obligations, rights and
causes of action that may have accrued prior to termination, along with any
other provisions that might reasonably be deemed to survive such termination.

SECTION 6.        REPRESENTATIONS AND WARRANTIES

         6.1 COMPANY. Company represents and warrants that:

                  (a) Company has the full corporate rights, power and authority
to enter into this Agreement and to perform the acts required of it hereunder;

                  (b) Company's execution and performance of this Agreement do
not and will not violate any agreement to which Company is a party or by which
Company is otherwise bound, or any applicable law, rule or regulation;

                  (c) the Content and Company Logo do not and will not violate
any third party IPRs or give rise to any obligation for the payment of any sums
to any third party by Microsoft or Microsoft's successors in interest;

                  (d) the Content (in whole or in part) and Company Logo do not
and will not violate the limitations set forth in paragraph 3.3;

                  (e) it will not harvest or otherwise collect through the
Service information about Subscribers, including e-mail addresses, without
Subscribers' express consent.

                  (f) it will not link the Service or Hotmail to any unsolicited
communication sent to any third party, or otherwise use or mention the Service
or Hotmail in connection with any such unsolicited communication; and

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                  (g) it has in effect a privacy policy that is available online
to Subscribers and that meets or exceeds the applicable standards of an industry
recognized online privacy organization (e.g., the TRUST E Program, BBB ONLINE),
and it will adhere to the information gathering, dissemination, privacy
protection and other practices specified in such privacy policy.

         6.2 MICROSOFT: Microsoft represents and warrants to Company that it has
the full corporate rights, power and authority to enter into this Agreement and
to perform the acts required of it hereunder.

         6.3 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE
SERVICE, NEWSLETTER, HOTMAIL, AND ANY MATERIALS OR OTHER SERVICES PROVIDED BY OR
ON BEHALF OF MICROSOFT PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND WITH
ALL DEFECTS. MICROSOFT HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, OF FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE
EFFORT, MERCHANTABILITY, TITLE, NONINFRINGEMENT, COMPATIBILITY, SECURITY, AND
CONDITION OR OPERATION OF THE FOREGOING, MICROSOFT DOES NOT WARRANT THE
CONTINUED OR UNINTERRUPTED OPERATION OF THE INTERNET, SERVICE, OR HOTMAIL.

SECTION 7.        INDEMNIFICATION

         7.1 COMPANY. The Company will indemnify and hold harmless Microsoft
against, and will defend or settle at the Company's expense, any and all
actions, claims, liabilities, losses, damages, costs, expenses, judgments and
penalties, including but not limited to reasonable attorneys' fees, or other
proceeding brought by third parties against Microsoft to the extent based on a
claim that, if true would (a) result from any misrepresentation or breach of
representation or warranty of the Company contained herein, or (b) result from
any breach of any covenant or agreement to be performed by Company hereunder.

         7.2 MICROSOFT. Microsoft will indemnify and hold harmless the Company
against, and will defend or settle at Microsoft's expense, any action actions,
claims, liabilities, losses, damages, costs, expenses, judgments and penalties,
including but not limited to reasonable attorneys' fees, or other proceeding
brought by third parties against Company to the extent based on a claim that, if
true would (a) result from any misrepresentation, or breach of representation or
warranty of Microsoft contained herein, or (b) result from any breach of any
covenant or agreement to be performed by Microsoft hereunder.

         7.3 PROCEDURE. The party to be indemnified, defended and held harmless
pursuant to paragraph 7.1 or 7.2 will: (a) provide the indemnifying party with
prompt written notice of any such claim, (b) permit the indemnifying party to
assume and control the defense of such action, and (c) not enter into any
settlement or compromise of any such claim without the indemnifying party's
prior written consent (not to be unreasonably withheld). The indemnifying party
will pay any and all costs, damages, and expenses (including but not limited to
reasonable attorneys' fees and costs) awarded or incurred by the indemnified
party in any such action or proceeding attributable to any such claim. The
indemnified party may also retain counsel at its own expense in connection with
the defense or settlement of any such claim.

SECTION 8.        LIMITATION OF LIABILITY

         8.1 LIMITATION OF REMEDIES. EXCEPT TO THE EXTENT ARISING PURSUANT TO
SECTION 7 OR A BREACH OF SECTION 9, UNDER NO CIRCUMSTANCE 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 OR OTHERWISE RELATED TO THIS AGREEMENT, SUCH AS, BUT
NOT LIMITED TO, LOSS OF REVENUE, PROFITS, ACCOUNTS OR LOST BUSINESS, AND WHETHER
ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

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         8.2 LIMITATION OF DAMAGES. EXCEPT TO THE EXTENT ARISING PURSUANT TO
SECTION 7 OR A BREACH OF SECTION 9, UNDER NO CIRCUMSTANCE SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR DAMAGES IN EXCESS OF AMOUNTS ACTUALLY PAID AND
OWING TO MICROSOFT HEREUNDER.

SECTION 9.        CONFIDENTIALITY

The parties acknowledge and agree that the Microsoft Non-Disclosure Agreement
dated as of November 4, 1999 ("NDA") entered into by and between the parties
applies to this Agreement as if fully set forth herein and that all of the terms
of this Agreement (including but not limited to its existence) and all
discussions and negotiations related thereto are considered Confidential
Information (as that term is defined in the NDA) of Microsoft under the NDA.

SECTION 10.       GENERAL

         10.1 NOTICES. All notices and requests in connection with this
Agreement will be deemed given (a) when personally delivered, (b) when delivered
by facsimile (followed by delivery of the original in the United States mail,
postage prepaid, certified or registered, return receipt request) or telex, (c)
the next business day following delivery to a nationally recognized courier
service guarantying next-day delivery, or (d) five (5) business days after being
placed in the United States mail, postage prepaid, certified or registered,
return receipt requested, as follows:

Notice to Company:                            Notices to Microsoft:
------------------                            ---------------------

Netivation.com, Inc.                          Microsoft Corporation
806 West Clearwater Loop, Suite N             One Microsoft Way
Post Falls, ID  83854                         Redmond, WA  98052-6399
Attn:  Tony Paquin                            Attn:  Cyrus Krohn

Telephone:___________________                 Telephone:  (425) 705-2179
Fax:________________________                  Fax:  (425) 936-7329

Copy to:                                      Copy to:

Netivation.com, Inc.                          Microsoft Law & Corporate Affairs
806 West Clearwater Loop, Suite N             One Microsoft Way
Post Falls, ID  83854                         Redmond, WA  98052
Fax:_________________________                 Fax:  (425) 936-7329
Attn:  Legal Department                       Attn:  Gregory Ritts

or to such other address as the party to receive the notice or request so
designates by at least ten (10) days' prior written notice to the other party.

         10.2 INDEPENDENT CONTRACTOR. Company is an independent contractor, and
nothing in this Agreement will be construed as creating an employer-employee
relationship, partnership, or joint venture between the parties.

         10.3 GOVERNING LAW. This Agreement will be governed by the laws of the
State of Washington. Company hereby irrevocably consents to the personal
jurisdiction of, and exclusive venue for any legal proceeding commenced by or on
behalf of Company in, the state and federal courts sitting in King County,
Washington, USA. In any suit or action to enforce any right or remedy under this
Agreement or to interpret any provision of this Agreement, the prevailing party
will be entitled to recover its costs, including reasonable attorneys' fees.

         10.4 ASSIGNMENT. Company may not assign, sub-license, transfer,
encumber or otherwise dispose of this Agreement without Microsoft's prior
written approval. Any attempted assignment, sub-

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license, transfer, encumbrance or other disposal of this Agreement by Company
without Microsoft's prior written approval will be void and will constitute a
material default and breach of this Agreement. Except as otherwise provided,
this Agreement will be binding upon and inure to the benefit of the parties'
successors and lawful assigns.

         10.5 PUBLICITY. No press releases, public statements, promotions or
advertising concerning the existence of this Agreement, shall be made or
released in any medium except with the prior written approval of both parties
except as follows:

                  (a) Either party may, at any time, make announcements which
are required by applicable law, regulatory bodies, stock exchange or stock
association rules, so long as the announcing party notifies the non-announcing
party of such requirement and discusses in good faith the exact wording of any
such announcement;

                  (b) Microsoft will have the right to distribute a general
press release regarding the Service and Company's participation therein without
Company's approval;

         10.6 EXCLUSIVITY. This Agreement is non-exclusive and the parties shall
be free to enter into agreements with other parties comprising technologies and
products within the scope of this Agreement.

         10.7 HEADINGS. The section headings used in this Agreement are intended
for convenience only and will not be deemed to affect in any manner the meaning
or intent of this Agreement or any provision hereof.

         10.8 MODIFICATION. This Agreement may not be modified except by a
written agreement dated subsequent to the date of this Agreement and signed on
behalf of Company and Microsoft by their respective duly authorized
representatives.

         10.9 WAIVER. No waiver of any breach of this Agreement will constitute
a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver will be effective unless made in writing and
signed by the waiving party.

         10.10 SEVERABILITY. To the extent that any provision of this Agreement
conflicts with governing law or any provision is held to be null, void or
otherwise ineffective or invalid by a court of competent jurisdiction, (a) such
provision will be deemed to be restated to reflect as nearly as possible the
original intentions of the parties in accordance with applicable law, and (b)
the remaining terms, provisions, covenants and restrictions of this Agreement
will remain in full force and effect.

         10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together will constitute one agreement.

         10.12 ENTIRE AGREEMENT. Subject to Section 9, this Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements or
communications between the parties.

The parties have caused this Agreement to be executed by their duly authorized
representatives as of the date written above.

Microsoft                                Company
MICROSOFT CORPORATION                    NETIVATION.COM, INC.
One Microsoft Way                        806 West Clearwater Loop, Suite N
Redmond, WA  98052-6399                  Post Falls, ID  83854

By                                       By
  -----------------------------------      -------------------------------------
(Sign)                                   (Sign)

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-------------------------------------    ---------------------------------------
Name (Print)                             Name (Print)

-------------------------------------    ---------------------------------------
Title                                    Title

-------------------------------------    ---------------------------------------
Date                                     Date

                                         ---------------------------------------
                                         Company's Federal Employer ID Number

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