Common use of WILL PROVIDE Clause in Contracts

WILL PROVIDE. four times yearly direct mail campaign to non-WorldGate Subscribers (WG will supply creative and will provide both printing and bulk delivery for purchase at WG's cost) - ▇▇▇▇ stuffers (for purchase at WG's cost) - four times yearly local cable cross channel promotion, when technology is available - four 30 and four 60 second video promotions for use as commercials, distributed yearly - training for customer service representatives - selected print media placement - camera-ready ad mats - four-color quarterly consumer guide (for purchase at WG's cost) - point of sale displays - leave behind piece and on-line tutorial for consumer education - training tape for Subscribers - updates for user guides as the same become available AFFILIATE WILL PROVIDE: - four times yearly direct mail campaign to non-WorldGate households (Affiliate will provide mailing lists, address labeling, out-bound postage and return fulfillment costs) - a minimum of 200 ad avails promoting the WorldGate Service with WG approved commercials of either 30 or 60 second length per month, inserted on Affiliate's Systems on ad supported channels as agreed between the parties, to be run at times between 6:00 AM to 12:00 PM (midnight local time) when such capability is technically available - affidavits (in the form of a computer printout) verifying above commercials - ▇▇▇▇ stuffer insertion and/or envelope advertising and mailing in Subscriber billing cycle, three times per annum - reasonable use of local origination text-based channels (if available) to promote WorldGate Services - placement of WG approved 30 and 60 second commercials (or other WG provided promotional pieces) on Affiliate's PPV promotion channel(s), for regular rotation for two week intervals, monthly - trained customer service representatives for all WorldGate Services - reasonable promotion of WorldGate Service on Affiliate's web home page Effective Date: 12/14/98 Affiliate Initials: /s/ unintelligible WG Initials: /s/ unintelligible EXHIBIT D MONTHLY SUBSCRIBER ACCESS FEES The following Subscriber Access Fees are payable by Affiliate to WG on a monthly basis for each Subscriber having access to the WorldGate Service during such month (prorated based upon a 30 day month for Subscribers having access to the WorldGate Service for less than a full calendar month). The pricing grid sets forth various benchmarks which, if achieved, will result in an adjustment in the particular amount payable for such Subscriber Access Fees. Affiliate's performance with respect to these benchmarks and the resultant amounts payable hereunder shall be determined on an aggregate System wide basis based on the results of all Systems hereunder. Any adjustment in the amount payable for such Subscriber Access Fees shall apply only for prospective periods after the benchmarks have been achieved, and then only after written notice has been provided by Affiliate to WG providing the details as to such achievement. In addition to the Subscriber Access Fees as set forth below Affiliate shall pay to WG as Subscriber Access Fees, in the event the amount which Affiliate invoices and/or otherwise charges its customers as part Affiliate's standard monthly retail price for the WorldGate Service exceeds U.S.$10.95, an amount equal to thirty-five (35%) percent of such excess.

WILL PROVIDE. four times yearly direct mail campaign to non-WorldGate Subscribers (WG will supply creative and will provide both printing and bulk delivery for purchase at WG's cost) - ▇▇▇▇ stuffers (for purchase at WG's cost) - four times yearly local cable cross channel promotion, when technology is available interconnect advertising media buys - four 30 and four 60 second video promotions for use as commercials, commercials distributed yearly - training for customer service representatives - selected print media placement - camera-ready ad mats - four-color quarterly consumer guide (for purchase at WG's cost) - point of sale displays - leave behind piece and on-line tutorial for consumer education - training tape for Subscribers - updates for user guides as the same become available AFFILIATE WILL PROVIDE: - four times yearly direct mail campaign to non-WorldGate households (Affiliate will provide mailing lists, address labeling, out-bound postage and return fulfillment costs) - a minimum of 200 500 ad avails promoting the WorldGate Service with WG approved commercials of either 30 or 60 second length per month, inserted on Affiliate's Systems on ad supported channels as agreed between the parties, parties to be run at times between 6:00 AM to 12:00 PM (midnight local time) when such capability is technically available - affidavits (in -- promoting the form of a computer printout) verifying above WorldGate Service, with WG approved commercials - ▇▇▇▇ stuffer insertion and/or envelope advertising and mailing in Subscriber billing cycle, three times per annum - reasonable use of local origination text-based channels (if available) to promote WorldGate Services - placement of WG approved 30 and 60 second commercials (or other WG provided promotional pieces) on Affiliate's PPV promotion channel(s), for regular rotation for two week intervals, monthly - trained customer service representatives for all WorldGate Services - reasonable promotion of WorldGate Service on Affiliate's web home page Effective Date: 12/14/98 September 25, 1998 Affiliate Initials: /s/ unintelligible WG Initials: /s/ unintelligible :___________ WorldGate Communications, Inc. CONFIDENTIAL EXHIBIT D MONTHLY SUBSCRIBER ACCESS FEES The following Subscriber Access Fees are payable by Affiliate to WG on a monthly basis for each Subscriber having access to the WorldGate Service during such month (prorated based upon a 30 day month for Subscribers having access to the WorldGate Service for less than a full calendar month). The Four different options are presented for the determination of the amount of such Subscriber Access Fees, with each option reflecting a different marketing/pricing grid sets method which may be used by Affiliate to provide the WorldGate Service to its customers. Unless exceptions are made in accordance with a subsequent written agreement between the parties the method to be used hereunder, once selected by Affiliate, shall apply to all of the Systems, and for the full term of this Agreement. These options also set forth various benchmarks which, if achieved, will result in an adjustment in the particular amount payable for such Subscriber Access Fees. Affiliate's performance with respect to these benchmarks and the resultant amounts payable hereunder shall be determined on an aggregate System wide basis based on the results of all Systems hereunder. Any adjustment in the amount payable for such Subscriber Access Fees shall apply only for prospective periods after the benchmarks have been achieved, and then only after written notice has been provided by Affiliate to WG providing the details as to such achievement. In addition to the Subscriber Access Fees as set forth below Affiliate shall pay to WG as Subscriber Access Fees, in the event the amount which Affiliate invoices and/or otherwise charges its customers as part Affiliate's standard monthly retail price for the WorldGate Service exceeds U.S.$10.95, an amount equal to thirty-five (35%) percent of such excess.[PARAGRAPH REDACTED]##