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                                                                 EXHIBIT 10.12


                         REALNETWORKS LICENSE AGREEMENT

         THIS REALNETWORKS LICENSE AGREEMENT (this "Agreement" or the "RN
License Agreement") is made and entered into as of the 1st day of January,
1998 (the "Effective Date"), by and between AudioNet, Inc., a Delaware
corporation and RealNetworks, Inc., a Washington corporation ("RN").

         WHEREAS, RN is the owner of certain server technology and software
[*] [*] (as so described, the "RN Software"). The RN Software shall include [*]

         WHEREAS, AudioNet is the business of, among other things, the support,
implementation, deployment and delivery of AudioNet's current and future
Internet-based products and services; and

         WHEREAS, AudioNet desires to use the RN Software in connection with
[*]
         NOW, THEREFORE, AudioNet and RN have reached certain agreements with
respect to the licensing of the RN Software by AudioNet upon the terms and
conditions more particularly described herein; and, inasmuch as the parties
desire to set forth their agreements and understandings in writing, in
consideration of the promises, covenants and matters hereinafter set forth, the
parties mutually covenant, contract and agree, each with the other, as follows:

         1.      LICENSE.

         (a)     License to RN Software. RN hereby grants to AudioNet, for the
Term (as defined in Section 9(a)), a [*] license to:

                 (i)      reproduce and install up to [*] copies of the RN
         Software and associated "Documentation," on AudioNet servers (the
         "AudioNet Servers") for the purpose of [*]; [*]

                 (ii)     deliver up to [*] simultaneous "User-Streams"
         [*]




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                 (iii)    [*] AudioNet agrees to inform RN of the mechanisms it
         intends to implement for monitoring its use of the RN Software and
         delivery of User-Streams to ensure that it does not exceed authorized
         User-Stream or RN Software counts, and will cooperate with RN to ensure
         that such mechanism is acceptable to RN; and

                 (iv)     [*]

         Under no circumstances may AudioNet: [*]

         (b)     [*]. RN hereby grants [*]

         (c)     [*]. RN hereby grants to AudioNet [*]

         (d)     Delivery of Upgrades, Etc. RN shall promptly (and in no event
later than RN makes the following available to RN hosting customers) deliver to
AudioNet any upgrades, updates, enhancements, additions, improvements,
successor versions, modifications, maintenance releases, bug fixes and
corrections to the RN Software licensed hereunder and the associated
Documentation commercially released during the Term. RN shall also provide
AudioNet with the technical assistance and support as set forth on Exhibit B.

         (e)     No Reverse Engineering. AudioNet shall not attempt to reverse
engineer, disassemble or decompile the RN Software, or create derivative works
based thereon, or otherwise seek to reconstruct the source code of RN Software.

         (f)     Ownership. RN shall retain all right, title and interest
(including all copyrights, patents, service marks, trademarks and other
intellectual property rights) in the RN Software. Except as expressly


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licensed to AudioNet in this Section 1, AudioNet shall not acquire any interest
in the RN Software or any other RN software and technologies, or any copies or
portions thereof

         (g)     Records. AudioNet shall keep accurate records relating to the
RN Software to the extent necessary to determine compliance with restrictions on
the use of the RN Software contained herein. [*]. Upon not less than fifteen
(15) days prior written notice, such records shall be made available for
inspection to RN in AudioNet's offices during normal business hours.

         (h)     RN SDKs. Upon the execution of this Agreement, the parties
agree to engage in good faith negotiations with regard to the terms and
conditions pursuant to which RN may grant a license to AudioNet to use RN's
SDKs to integrate RN software and technologies with non-RN software and
technologies.

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         2.      TRADEMARKS.

         (a)     Notices. For so long as AudioNet is using the RN Software,
AudioNet shall place notices on the AudioNet web site in locations reasonably
requested by RN which notice shall read substantially as follows: "The
RealServer is included under license from RealNetworks, Inc. RealAudio,
RealVideo and the Real logo are trademarks or registered trademarks of
RealNetworks, Inc. RealPlayer, RealServer, and other marks are trademarks of
RealNetworks, Inc. Copyright 1995-1998. RealNetworks, Inc. All rights
reserved." AudioNet shall place one or more RN Marks on each of its web sites
in reasonably prominent locations or other locations reasonably requested by RN
and agreed to by AudioNet and shall display such marks any time files link to
AudioNet Content that has been encoded in RN formats.

         (b)     License to RN Marks. AudioNet acknowledges that RN, RealAudio,
RealVideo, the Real logo, RealPlayer, RealServer, and other marks used by RN
(the "RN Marks") are trademarks of RN. RN hereby grants to AudioNet for the
Term a nonexclusive, nontransferable, non-assignable, license to use, and
AudioNet agrees to, the RN Marks in connection with the advertising, marketing,
promotion and rendering of the AudioNet Services when using or referencing the
RN Software AudioNet's use of the RN Marks shall be in accordance with RN's
policies regarding advertising and trademark usage as set forth on Exhibit C
hereto and on RN's website at http://www.real.com/corporate/logos, as updated
from time to time.  AudioNet acknowledges that its use of any of the RN Marks
in connection with this Agreement shall not create any right, title or
interest, in or to the RN Marks (except as expressly licensed to AudioNet in
this Section 2(b)) and that all goodwill associated with the RN Marks shall
inure to the benefit of RN.

         3.      LICENSE FEE.

         (a)     Calculation of License Fee. In consideration for the license
granted hereunder, AudioNet agrees to pay RN during the Term the greater of:
(a) [*]

         (b)     Payment. The License Fee shall be payable once each calendar
quarter within 45 days of the end of the calendar quarters ending on March 31,
June 30 and September 30 and within 90 days of the end of the calendar quarter
ending on December 31. AudioNet's financial statements shall be audited yearly
by a nationally recognized firm of accountants and the License Fee payable for
the calendar quarter ending December 31 shall be adjusted for AudioNet's net
revenue as set forth in the audited financial statements for the year then
ended.

         (c)     Audit. RN shall have the right to have an inspection and audit
[*] for one year from the expiration or termination of this Agreement. Such
audit shall be conducted at RNs expense (subject to the last sentence hereof)
during regular business hours at AudioNet's offices and, for purposes of
inspecting the RN Software, at other locations where AudioNet owns, leases or
provides servers on which the RN Software may reside in such a manner as to not
interfere with AudioNet's normal business activities. In no event shall audits
be made hereunder more frequently than every year. [*]

         4.      OTHER RN OBLIGATIONS.


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         (a)     Support. During the Term, RN shall provide AudioNet with
reasonable support consistent with the support levels provided by RN to direct
hosting and/or large scale broadcast customers as set forth on Exhibit B. [*]

         (b)     [*]

         (c)     Training by RN. RN shall provide, without charge, up to three
(3) days of training in the use of the RN Software to AudioNet personnel at
RN's headquarters in Seattle, Washington, and two (2) days of training at
AudioNet's headquarters in Dallas, Texas, on dates to be mutually agreed upon.
RN shall also provide to AudioNet, at AudioNet's request and cost, at RN's
facility, and on dates to be mutually agreed upon, additional training in the
use of the RN Software. AudioNet may also attend general training sessions that
RN provides to the public, provided that AudioNet shall provide RN reasonable
notice of its intent to attend such training and shall limit attendance to no
more than four (4) AudioNet personnel at any one general training session.
AudioNet may send additional personnel to such training at the cost of $200 per
person. AudioNet shall be responsible for all travel, lodging and other
personal out-of-pocket expenses incurred by its personnel in connection with
any training. If AudioNet desires to receive additional training at AudioNet's
facilities, it shall provide reasonable notice to RN for coordination of
mutually acceptable dates, shall pay RN's current standard rate for on-site
training, and shall reimburse RN for its travel, lodging and other personal
out-of-pocket expenses incurred by its personnel in connection with such
training.

         (d)     [*]

         (e)     Regular Communications. The parties shall engage in regular
communications to discuss matters of ongoing importance under this Agreement.
The parties shall meet in person at least once per quarter, and shall have
frequent telephone conversations as needed.

         5.      RN SOFTWARE WARRANTY.

         (a)     Limited RN Software Warranty. RN warrants, solely for the
benefit of AudioNet, that for a period of ninety (90) days from the Effective
Date (or the date of delivery to AudioNet for future released versions, if any,
of RN Software made during the term hereof): (i) the final or "Gold" version of
the RN Software, if operated as directed, will substantially achieve the
functionality described in the Documentation; and (ii) that the media
containing the Gold version of the RN Software, if provided by RN, is free in
material respects from defects in material and workmanship; provided, however,
that the foregoing warranty is expressly contingent (and shall be otherwise
void) upon: (A) the use of the RN Software strictly in accordance with the
instructions and Documentation therefor; (B) the absence of misuse or damage
thereto; and (C) the absence of any alteration or modification thereto. RN
makes no warranty that AudioNet's use of the RN Software will be uninterrupted
or that the operation of the RN Software will be error-free or secure. In no
case will RN be liable for any representation or warranty made to any third
party by AudioNet. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RN AND
ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTIBILITY AND
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RN SOFTWARE.

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         (b)   Remedies. RN's sole liability for any failure of the warranty
contained in Section 5(a) shall be, in RN's sole discretion: (i) to replace
AudioNet's defective media with fully functioning media; or (ii) to advise
AudioNet how to achieve substantially the same functionality with the RN
Software as described in the Documentation through a procedure different from
that set forth in the Documentation. Only if AudioNet informs RN of the problem
with the RN Software during the applicable warranty period will RN be obligated
to honor this limited warranty.

         6.    INDEMNITY

         (a)   By RN.

         (i)   RN shall, at its expense and AudioNet's request, defend any
claim or action brought against AudioNet, or any of AudioNet's subsidiaries,
directors, officers, and employees, to the extent such claim or action is based
upon a claim (A) that the RN Software infringes or violates any patent,
copyright, trademark, trade secret or other proprietary right of a third party
or (B) that RN does not have the rights to grant AudioNet the rights granted in
Section I ("RN Claims"), and RN will indemnify and hold AudioNet harmless from
and against any costs, damages and fees reasonably incurred by AudioNet,
including but not limited to fees of attorneys, as a result of such RN Claims;
provided, that RN shall have no liability for such infringement or violation
arising directly out of information, technology or materials provided by
AudioNet or which unavoidably arises out of conformance with specifications
provided by AudioNet, or such claim or suit which would have been avoided but
for the combination, operation or use of RN's technology with technology not
supplied by RN or its subcontractors. AudioNet shall: (A) provide RN prompt
notice in writing of any such RN Claims and permit RN, through counsel mutually
acceptable to AudioNet and RN, to answer and defend such RN Claims; and (B)
provide RN information, assistance and authority, at RN's expense, to help RN
to defend such RN Claims. RN will be responsible for any settlement made by
AudioNet only if RN's written permission has been obtained, which permission
shall not be unreasonably withheld.

         (ii)  RN may not settle any RN Claim under this Section 6(a) on
AudioNet's behalf without first obtaining AudioNet's written permission, which
permission shall not be unreasonably withheld. In the event AudioNet and RN
agree to settle a RN Claim, the parties agree not to publicize the settlement
without first obtaining the other's written permission, which permission shall
not be unreasonably withheld.

         (b)   By AudioNet.

         (i)   AudioNet shall, at its expense and RN's request, defend any
claim or action brought against RN, or any of RN's subsidiaries, directors,
officers, and employees, to the extent such claim or action is based upon a
claim that the AudioNet Services infringe or violate any patent, copyright,
trademark, trade secret or other proprietary right of a third party, except to
the extent such claim or action arises solely from AudioNet's use of the RN
Software ("AudioNet Claims"), and AudioNet will indemnify and hold RN harmless
from and against any costs, damages and fees reasonably incurred by RN,
including but not limited to fees of attorneys and other professionals, as a
result of such AudioNet Claims. RN shall: (A) provide AudioNet prompt notice in
writing of any such AudioNet Claims and permit AudioNet, through counsel
mutually acceptable to RN and AudioNet, to answer and defend such AudioNet
Claims; and (B) provide AudioNet information, assistance and authority, at
AudioNet's expense, to help AudioNet to defend such AudioNet Claims. AudioNet
will be responsible for any settlement made by RN only if AudioNet's written
permission has been obtained, which permission shall not be unreasonably
withheld.

         (b)   AudioNet may not settle any AudioNet Claim under this Section
6(b) on RN's behalf without first obtaining RN's written permission, which
permission will not be unreasonably withheld. In the event RN and AudioNet
agree to settle an AudioNet Claim, the parties agree not to publicize the
settlement without first obtaining the other's written permission, which
permission shall not be unreasonably withheld.

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         7.      REPRESENTATIONS AND WARRANTIES OF AUDIONET.

         AudioNet hereby represents and warrants to RN that, as of the date 
hereof:

         (a)     Organization and Good Standing; Corporate Power. AudioNet is a
corporation duly organized and validly existing under the laws of the State of
Delaware, and is in good standing under such laws, and has all necessary
licenses and permits required by all governmental authorities to carry on its
business, except where the failure to have obtained such licenses and permits
would not have a material adverse effect on AudioNet. AudioNet has all
requisite legal and corporate power to own, lease and operate its property and
assets, to carry on its business as presently conducted, to enter into this
Agreement and to carry out and perform its obligations under the terms of this
Agreement.

         (b)     Authorization. The execution and delivery of this Agreement
and the performance of its obligations hereunder, has been duly authorized by
all necessary corporate action of AudioNet. This Agreement constitutes a legal,
valid and binding obligation of AudioNet enforceable in accordance with its
terms except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors, as well as general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

         8.      REPRESENTATIONS AND WARRANTIES OF RN.

         RN hereby represents and warrants to AudioNet that, as of the date 
hereof:

         (a)     Organization and Good Standing; Corporate Power. RN is a
corporation duly organized and validly existing under the laws of the State of
Washington, and is in good standing under such laws, and has all necessary
licenses and permits required by all governmental authorities to carry on its
business, except where the failure to be so qualified or to have obtained such
licenses and permits would not have a material adverse effect on RN. RN has all
requisite legal and corporate power to own, lease and operate its property and
assets, to carry on its business as presently conducted, to enter into this
Agreement and to carry out and perform its obligations under the terms of this
Agreement.

         (b)     Authorization. The execution and delivery of this Agreement
and the performance of its obligations hereunder, has been duly authorized by
all necessary corporate action of RN. This Agreement constitutes a legal, valid
and binding obligation of RN enforceable in accordance with its terms except as
such enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors, as well as general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

         9.      TERM AND TERMINATION.

         (a)     Term. Unless sooner terminated as provided in this Agreement,
this Agreement shall commence as of January 1, 1998 and shall continue in full
force and effect until December 31, 1998 (the "Term").

         (b)     Termination for Breach. This Agreement may be terminated by
either party only for cause immediately by written notice upon the occurrence
of any of the following events: (i) if the other ceases to do business, or
otherwise terminates its business; (ii) if the other breaches any material
provision of this Agreement [*] and fails to fully cure such breach within
forty-five (45) days' of written notice describing the breach; or (iii) if the
other becomes insolvent or seeks protection under any bankruptcy, receivership,
trust, deed, creditor's arrangement, or comparable proceeding, or if any such
proceeding is instituted against the other and not dismissed within forty-five
(45) days.           

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         (c)     Effect of Termination.

         (i)     Expiration. Upon the expiration of the Term, AudioNet shall
have the following options:

                 (a)      AudioNet may [*]

                 (b)      Audionet may renew [*] this Agreement [*] under the
same terms and conditions [*] for an additional one year period by providing at
least forty-five (45) days' written notice to RN prior to the expiration of the
Term. All rights and obligations of the AudioNet [*] shall be extended during
such renewal period. [*] If AudioNet elects this option, it shall pay RN [*] on
a monthly basis during the renewal period. [*]

                 (c)      AudioNet may renew [*] this Agreement [*] under the
same terms and conditions [*] for an additional one year period by providing at
least forty-five (45) days' written notice to RN prior to the expiration of the
Term. All rights and obligations of the AudioNet [*] shall be extended during
such renewal period. [*] If AudioNet elects this option, it shall pay RN [*] on
a monthly basis during the renewal period. [*]

         (ii)    AudioNet's Breach. Immediately upon termination of this
Agreement for AudioNet's material breach of this Agreement, all rights and
licenses under this Agreement shall immediately terminate, and AudioNet shall
immediately return all copies of the RN Software licensed under this Agreement.
If AudioNet elects to acquire replacement software from RN's site, or from
another distributor or value-added reseller, it shall be bound by the terms of
the "shrinkwrap" licenses distributed therewith.

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(iii)   RN's Breach. Immediately upon termination of this Agreement for RN's
material breach of this Agreement [*], AudioNet shall have a fully paid-up
license to the RN Software consistent with the terms of Sections 1(a) hereof but
for a perpetual term, and only to the released version thereof and any released
beta versions thereof in existence on the date of termination, and RN shall
provide support and maintenance to AudioNet for the remainder of the initial
Term. Thereafter, RN shall provide support and maintenance to AudioNet pursuant
to the terms of RN's standard price list for support and maintenance of the RN
Software for RN's direct hosting and/or large scale broadcast customers.

         (d)     Non-RN Supplied Software. If AudioNet acquires replacement,
updated, or additional software from RN's site, or from another distributor or
value-added reseller, either during or after the Term, it shall be bound by the
terms of the "shrinkwrap" licenses distributed therewith.

         (e)     No Waiver. RN's licensing of RN Software to AudioNet or any
other of act of either party after termination of this Agreement shall not be
construed as a renewal of this Agreement for any further term nor as a waiver
of the termination or of any other rights or claims that the terminating party
may have as against the other party because of the breach of this Agreement.
Any termination of this Agreement shall not act as a release of either party
hereto from any liability for breach of such party's obligations under this
Agreement.

         10.     CONFIDENTIAL INFORMATION.

         (a)     Confidential Information. "Confidential Information" shall
mean information about the disclosing party's business or activities that are
proprietary or confidential, which shall include all business, financial,
technical and other information of a party marked or designated by such party
as "confidential" or "proprietary"; or information which, by the nature of the
circumstances surrounding the disclosure, ought in good faith to be treated as
confidential, including without limitation information relating to the RN
Software; and the fact that the parties are in negotiation and the proposed
offer, terms and conditions of this Agreement; provided that information shall
not be considered Confidential Information of a party if it can be shown that
such information: (i) is known to the recipient on the Effective Date directly
or indirectly from a source other than one having an obligation of
confidentiality to the providing party; (ii) hereafter becomes known
(independently of disclosure by the providing party) to the recipient from a
source other than one having an obligation of confidentiality to the providing
party; or (iii) becomes publicly known or otherwise ceases to be confidential,
except through a breach of this Agreement by the recipient.

         (b)     Protection of Confidential Information. RN and AudioNet
recognize that, in connection with the performance of this Agreement, each of
them may disclose to the other its Confidential Information, including the
creation of materials and the development of technology and techniques that are
not generally known in the industry. The party receiving any Confidential
Information of the other party agrees to maintain the confidential status of
such Confidential Information and not to use any such Confidential Information
for any purpose other than the purposes for which it was originally disclosed
to the receiving party, and not to disclose any of such Confidential
Information to any third party. In addition, each party agrees not to
disassemble, decompile, or otherwise reverse engineer the products or
technology of the other party or otherwise attempt to learn the source code,
structure or algorithms or ideas underlying such products or technology or any
Confidential Information. The parties' obligations set forth in this section
shall survive any expiration or termination of this Agreement.

         (c)     Permitted Disclosure. RN and AudioNet acknowledge and agree
that each may disclose any given Confidential Information: (i) as required by
law; (ii) to their respective directors, officers, employees, attorneys,
accountants and other advisors or independent contractors, who are under an
obligation of confidentiality, on a "need-to-know" basis; (iii) to investors or
joint venture partners, who are under an obligation of confidentiality, on a
"need-to-know" basis; or (iv) in connection with any arbitration


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or litigation between the parties involving such Confidential Information and
each party shall endeavor to limit disclosure to that purpose.

         (d)     Applicability. The foregoing obligations of confidentiality
shall apply to directors, officers, employees and representatives of the
parties and any other person to whom the parties have delivered copies of, or
permitted access to, such Confidential Information in connection with the
performance of this Agreement, and each party shall advise each of the above of
the obligations set forth in this Section 10.

         11.     RESOLUTION OF DISPUTES.

         (a)     Dispute Resolution. Any dispute arising out of or relating to
this Agreement shall be resolved in accordance with the procedures specified in
this Section 11, which shall be the sole and exclusive procedures for the
resolution of any such dispute.

         (b)     Executive Negotiations. The parties shall attempt in good
faith to resolve any dispute relating to this Agreement promptly by negotiation
between executives who have authority to settle the controversy. In the event a
dispute cannot be resolved, either party may give the other party written
notice of any dispute not resolved in the normal course of business. Within
fifteen (15) days after delivery of such a notice, the receiving party shall
submit to the other a written response. The notice and response shall include a
statement of each party's position and a summary of arguments supporting that
position. Within thirty (30) days after delivery of the disputing party's
notice, the senior executive officers of AudioNet and RN shall meet at a
mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary, to attempt to resolve the dispute. All reasonable requests for
information made by one party to the other will be honored. All negotiations
pursuant to this Section 11 are confidential and shall be treated as compromise
and settlement negotiations for purposes of the Federal Rules of Evidence and
any state rules of evidence.

         (c)     Arbitration. If any dispute relating to this Agreement shall
not have been resolved through the use of the non-binding procedures specified
in Section 11 within one hundred (100) days of the initial notice of either
party to the other of a dispute, such dispute shall be settled by binding
arbitration; provided, however, that if one party has requested the other to
participate in the non-binding procedure specified in Section 11 and the other
has failed to participate, the requesting party may initiate arbitration before
expiration of the above stated period. Arbitration shall be governed by AAA
Rules, with arbitrators to be mutually agreed upon by the parties. Arbitration
shall take place in Los Angeles County, California and the arbitrators shall
apply, to the greatest extent possible, the laws of the State of California
without giving regard to its conflict of laws principles. The arbitrators shall
not be empowered to award damages in excess of compensatory damages, and each
party hereby irrevocably waives any right to recover such damages with respect
to any dispute or disagreement resolved by arbitration.

         (d)     Provisional Remedies. A party, without prejudice to the
mandatory procedures of this Section 11, may file a complaint for statute of
limitations or venue reasons, or seek a preliminary injunction or other
provisional judicial relief, if in its sole judgment such action is necessary
to avoid irreparable damage or to preserve the status quo. Notwithstanding such
action, the parties will continue to participate in good faith in the
procedures specified in this Section 11.

         12.     GENERAL.

         (a)     Independent Contractor. The relationship created by this
Agreement is one of independent contractors, and not partners, franchisees or
joint venturers. No employees, consultants, contractors or agents of one party
are employees, consultants, contractors or agents of the other party, nor do
they have any authority to bind the other party by contract or otherwise to any
obligation, except as expressly set forth herein. Neither party will represent
to the contrary, either expressly, implicitly or otherwise.

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         (b)     Export Licenses. The parties acknowledge that the laws and
regulations of the United States may restrict the export and re-export of
certain commodities and technical data of United States origin. Each party
agrees that it will not export or re-export the RN Software in any form without
the appropriate United States or foreign government licenses. In particular but
without limitation, none of the RN Software, Documentation or underlying
information or technology may be exported or re-exported (i) into (or to a
national or resident of) Cuba, Iraq, Libya, Yugoslavia (Serbia and Montenegro),
North Korea, Iran, Angola, Sudan, Syria or any other country to which the U.S.
has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list
of Specially Designed Nationals or the U.S. Commerce Department's Table of
Deny Orders.

         (c)     Miscellaneous. This Agreement, and the Exhibits attached
hereto and made a part hereof, [*] constitute the
complete and exclusive agreement between RN and AudioNet and supersedes all
prior oral or written understandings or agreements not specifically
incorporated herein. This Agreement may not be modified except in a writing
duly signed by an authorized officer of RN and AudioNet. If any provision of
this Agreement is held to be unenforceable for any reason, such provision shall
be reformed only to the extent necessary to make it enforceable, and such
decision shall not affect the enforceability of such provision under other
circumstances, or of the remaining provisions hereof under all circumstances.
Headings shall not be considered in interpreting this Agreement.

         (d)     Governing Law. This Agreement shall be governed by the laws of
the State of California, United States of America, excluding that body of law
known as conflicts of law. This Agreement shall not be governed by the United
Nations Convention of Contracts for the International Sale of Goods, the
application of which is hereby expressly excluded.

         (e)     Survival of Agreements and Representations and Warranties. All
agreements, representations and warranties contained herein or made in writing
in connection herewith, to the extent applicable, shall survive the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby. In addition, the following provisions shall survive the
termination of this Agreement for any reason.: 1(e), (f) and (g), 2(a) and
(d), 3(d), 6, 9(c), 10, 11 and 12(d), (e) and (l).

         (f)     Binding Effect. All covenants, representations, warranties and
other stipulations in this Agreement, given by or on behalf of any of the
parties hereto, shall bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto.

         (g)     Cumulative Powers. No remedy herein conferred upon a party to
this Agreement is intended to be exclusive of any other remedy, and each such
remedy shall be cumulative and in addition to every other remedy given
hereunder or now or hereafter existing at law, or in equity or by statute or
otherwise.

         (h)     Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
given (i) when hand delivered, including delivery by messenger or courier
service (or if delivery is refused, at the time of refusal), to the address set
forth below, (ii) when received or refused as evidenced by the postal receipt
if sent by United States mail as Certified Mail, Return Receipt Requested, with
proper postage prepaid, addressed as set forth below or (iii) when received as
evidenced by the transmission report of the telecopy machine of the
transmitting party acknowledging a good transmission if sent by telecopy to the
number set forth below:

         A.      If to RN:

                 RealNetworks, Inc.
                 1111 Third Avenue, Suite 2900
                 Seattle, WA 98101
                 Attn: Bruce Jacobsen


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                 Telephone No.: 206.674.
                 Telecopy No.: 206.674.
                 E-mail: brucej@real.com

                 With a copy to:

                 RealNetworks, Inc.
                 1111 Third Avenue, Suite 2900
                 Seattle, WA 98101
                 Attn: Kelly Jo MacArthur
                 Telephone No.: 206.674.2213
                 Telecopy No.: 206.674.2695
                 E-mail: kellyjo@real.com

         B.      If to AudioNet:

                 AudioNet, Inc.
                 2914 Taylor Street
                 Dallas, Texas 75226
                 Attn: Todd R. Wagner
                 Telephone No.: 214.748.6657
                 Telecopy No.: 214.748.6660
                 E-mail: twagner@audionet.com

                 With a copy to:

                 Gibson, Dunn & Crutcher LLP
                 200 Park Avenue
                 New York, New York 10166
                 Attn: Sean P. Griffiths, Esq.
                 Telephone No.: 212.351.3872
                 Telecopy No.: 212.351.4035
                 E-mail: sgriffiths@gdclaw.com

         Any party may change its mailing address or telecopy number, by giving
notice to the other party pursuant to this Section 12(h) as long as the mailing
address and telecopy number is within the United States of America.

         (i)     Multiple Originals. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such counterpart.

         (j)     Assignment. Neither this Agreement, nor any interest herein or
any rights hereunder, shall be assigned by either party without the prior
written consent of the other party.

         (k)     Waiver. Failure or delay on the part of either party to
exercise any right, remedy, power, privilege or option hereunder which is not
subject to an express time limitation with respect to exercise shall not
operate or be construed to operate as a waiver thereof. A waiver, to be
effective, must be in writing and be signed by the party making the waiver. No
written waiver of any term or condition of this Agreement shall operate or be
construed to operate as a waiver of any other term or condition, nor shall any
written waiver of any breach or default operate or be construed to operate as a
waiver of any other breach or default or of the same type of breach or default
on a subsequent occasion or operate or be construed to operate as a continuing
waiver.

                                       12
<PAGE>   13
         (l)     Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO
LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL EITHER PARTY BE
LIABLE TO THE OTHER, OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THIS AGREEMENT
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN
ADDITION, THE LIABILITY OF EACH PARTY UNDER SECTION 6 ABOVE SHALL BE LIMITED TO
A SUM TOTAL OF TWO MILLION DOLLARS ($2,000,000).

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

         REALNETWORKS, INC.                         AUDIONET, INC.

         By: /s/ BRUCE JACOBSEN                     By: /s/ TODD R. WAGNER
            ------------------------                   ------------------------
         TITLE: President                           TITLE: CEO
               ---------------------                      ---------------------


                                       13
<PAGE>   14
                                   EXHIBIT A

              DESCRIPTION OF REALSYSTEM PROFESSIONAL SERVER SYSTEM
                        HOSTING SKU (THE "RN SOFTWARE")

[*]

*Confidential Treatment Requested



                                       14
<PAGE>   15
                                  ATTACHMENT A

                        UPGRADE AND SUPPORT OBLIGATIONS

This Attachment A (this "Attachment") to the RN License Agreement (the
"Agreement") between RealNetworks, Inc. ("RN") and AudioNet, Inc. ("AudioNet")
sets forth the upgrade and support obligations of RN and related obligations of
AudioNet.

1.       DEFINITIONS.

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

                 (a)      "Level 1 Error" shall mean any condition that
         precludes core functions of the Real Server (e.g. complete system hang
         or unrecoverable loss of data) from being performed due to suspected
         or actual Errors in the Real Server, for which no Workaround solution
         is available, and which (i) in the case of an Error in the RealAudio
         Server, affects more than 25% of the Real Players, or (ii) in the case
         of an Error in the Real Player, affects more than 25% of the Real
         Players. All other Errors which preclude core functions in the Real
         Server from being performed shall be Level 2 Errors.

                 (b)      "Error" shall mean any instance in which the Real
         Server do not materially conform to the Documentation; provided,
         however, than 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 Real Server.

                 (c)      "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 Real
         Server.

                 (d)      "Level 3 Error" shall mean any condition that results
         in a significant loss or degradation of functionality of the Real
         Server due to suspected or actual Errors in the Real Server.

                 (e)      "Level 4 Error" shall mean any condition (i) that
         precludes one or more nonessential functions of the Real Server from
         being performed due to suspected or actual Errors in the Real Server;
         or (ii) in which AudioNet's technical support personnel need
         reasonable assistance or information regarding the Real Server.

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

                 (g)      "Level 2 Error" shall mean any condition that
         precludes one or more major functions of the Real Server (e.g.
         intermittent system hang or temporary loss of data) from being
         performed due to suspected or actual Errors in the Real Server, and
         which (i) in the case of an Error in the RealAudio Server, affects
         more than 25% of the Real Players, or (ii) in the case of an Error in
         the Real Player, affects more than 25% of the Real Players. All other
         Errors which preclude one or more major functions in the Real Server
         from being performed shall be Level 3 Errors.
<PAGE>   16
                 (h)      "Second Level Support" shall consist of telephone and
         remote diagnostic support to AudioNet (not directly to end users or
         other third parties) with regard to the operation and utilization of
         the Real Server a maintenance modifications, error corrections or bug
         fixes necessary to bring the Real Server into conformance with the
         Documentation therefor.

                 (i)      "Support Center" shall mean the RN facility or
         facilities from which support obligations are to provided hereunder.
         As of the Effective Date, RN's Support Center is located at 1111 Third
         Avenue, Suite 290 Seattle, Washington 98101.

                 (k)      "Upgrades" shall mean all maintenance releases, error
         corrections, bug fixes, updates, upgrade and enhancements to the RN
         Software that RN makes generally available; provided that Upgrades
         shall not include any software developed by RN exclusively for, or
         specially commissioned under, a specific license, or any versions of
         the Real Player that are licensed for a fee.

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

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

         2.      AUDIONET OBLIGATIONS

         2.1     AudioNet shall be responsible for providing First Level
Support for the Real Server. RN shall not be required to have direct contact
with AudioNet's distributors or end users with regard to Real Server support.

         2.2     AudioNet shall ascertain the nature of each reported Error,
and the circumstances under which such Error occurs. AudioNet 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.

         2.3     AudioNet shall designate a reasonable number of AudioNet
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 AudioNet
support requests must come through an AudioNet Contact. Each AudioNet Contact
shall have adequate technical expertise, training and experience to fulfill his
or her responsibilities. AudioNet shall immediately provide RN with the name,
title and 24-hour contact information for each AudioNet Contact.

         2.4     AudioNet agrees that when requesting support services, it
shall follow the following procedures: (i) AudioNet shall first contact the
Support Center through standard support channels. (ii) If AudioNet does not
receive a response from the Support Center within the requisite time frame set
forth in Section 3.2 below, it shall contact the technical support server lead
and the technical support manager, from whom RN will provide contact
information.

         2.5     AudioNet agrees that it will provide its end users up-to-date
technical support information through a link to RN's technical support site
(Http://service.real.com), and the Frequently Asked Questions pages for the
most current version of the Real Server and Real Player. AudioNet
<PAGE>   17
agrees that it will remove all other RN technical support information from its
site within five (5) days of the Effective Date, and will not post any further
information without RN's prior written consent.

         3.      RN SUPPORT OBLIGATIONS.

         3.1     Support Center personnel shall be available for telephone
contact Monday through Friday (7:00 AM - 5:00 PM) PST time at the Support
Center, exclusive of RN's local holidays. RN shall ensure that AudioNet has the
ability to contact a Support Center technician 24 hours per day, 7 days per
week, with regard to Level 1 Errors, through pager support. RN shall also
provide AudioNet with a means of reporting Errors to RN by priority electronic
mail, voice mail, fax or telephonic recording capability. AudioNet shall have
access to RN's toll-free support line at 888-768-4327 (888-rntechs).

         3.2     RN shall provide Second Level Support to AudioNet in
connection with the Real Server as follows: (i) assist AudioNet Contacts in
determining the cause of Errors encountered by AudioNet or end users in the use
of Real Server; (ii) make commercially reasonable efforts to classify and
correct in accordance with the time frame set forth in the chart below, all
Errors that a AudioNet Contact identifies, classifies and reports to RN and
that RN can substantiate; and (iii) provide an Upgrade if appropriate. RN shall
not be required to correct any Error caused by any failure to implement any
Upgrades to the Real Server that are provided by RN to AudioNet.

<TABLE>
<CAPTION>
         Type of Error            RN to assign                      Patch work-               Upgrade within:
                                  technician to investigate         around or temporary
                                  Error within:                     fix within:
         <S>                      <C>                               <C>                       <C>

         Level 1                  thirty (30) minutes               4 business days           30 days
                                  from having been alerted          from assignment
                                                                    of technician

         Level 2                  four (4) business hours           15 business days from     60 days
                                  from having been alerted          assignment of
                                                                    technician

         Level 3                  eight (8) business                45 days from              the next scheduled
                                  hours from having                 assignment of             Upgrade
                                  been alerted (or, in              technician
                                  the case of technical
                                  personnel requiring
                                  assistance or
                                  information, RN to
                                  provide such
                                  assistance or
                                  information within
                                  eight (8) business
                                  hours)

         Level 4                  two (2) business days             90 days from              the next
                                  from having been alerted          assignment of             scheduled Upgrade
                                                                    technician
</TABLE>
<PAGE>   18
         3.3     If AudioNet desires to receive on-site technical support at
any of its locations, it shall pay RN based on RN's standard list prices for
such support or consulting services, and shall pay all direct RN expenses
associated therewith, including transportation, accommodations and meals.

         3.4     For the avoidance of doubt, RN shall not have any support
obligations with respect to beta versions of Real Server.

         3.5     RN shall provide to AudioNet all Upgrades for the Real Server.
Such Upgrades shall be provided to AudioNet electronically unless AudioNet
requests other or additional means of delivery, together with applicable
Documentation and instructions for installation, use and duplication. RN shall
deliver to AudioNet the beta and final release of each Upgrade as and at the
same time as such versions are generally made available.

         3.6     With respect to training, RN shall provide to AudioNet with
generally available training materials, if any, for the Real Server. RN
authorizes AudioNet to copy such training material for AudioNet's internal use,
provided that: (i) all copies made by AudioNet shall include all trademarks,
proprietary rights and copyright notices supplied by RN; and (ii) such copies
shall be used only by AudioNet employees for the purpose of providing support
for the Real Server. RN grants to AudioNet, solely for the purpose of providing
training on Real Server to AudioNet support personnel, a limited, nonexclusive,
nontransferable, worldwide license and right to duplicate, distribute, and
incorporate into AudioNet training materials, the RN training materials
provided to AudioNet, provided that all copies (in whole or in part and in any
form) shall include all trademarks, proprietary rights and copyright notices
supplied by RN. All other training obligations shall be as set forth in the RN
License Agreement.

 
<PAGE>   19
         (l)     Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO
LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL EITHER PARTY BE
LIABLE TO THE OTHER, OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THIS AGREEMENT
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN
ADDITION, THE LIABILITY OF EACH PARTY UNDER SECTION 6 ABOVE SHALL BE LIMITED TO
A SUM TOTAL OF TWO MILLION DOLLARS ($2,000,000).

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

         REALNETWORKS, INC.                     AUDIONET, INC.


         BY:                                    BY:
            -----------------------                ----------------------------
                 Bruce Jacobsen                          Todd R. Wagner

         TITLE:  President                      TITLE:   President
               --------------------                   -------------------------