AOL TIME WARNER INC
EX-10.13 FORM OF BRAND AND TRADE NAME LICENSE
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>14
<FILENAME>g78889exv10w13.txt
<DESCRIPTION>EX-10.13 FORM OF BRAND AND TRADE NAME LICENSE
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                                                                  EXHIBIT 10.13


                                    FORM OF

                     BRAND AND TRADE NAME LICENSE AGREEMENT

                                     AMONG

                                TIME WARNER INC.

                                      AND

                             TIME WARNER CABLE INC.

                                  DATED AS OF

                                  ______, 2002


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                               TABLE OF CONTENTS


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1.       DEFINITIONS.....................................................................................1

2.       GRANT OF LICENSE...............................................................................10
         2.1      Multi-Channel Video Services and Interactive Television Services......................10
         2.2      Consumer Platform Services............................................................10
         2.3      Promotional Products..................................................................10
         2.4      Ancillary Broadband Services..........................................................10
         2.5      Portals...............................................................................11
         2.6      Equipment and Software................................................................11
         2.7      Audio/Video Content Services..........................................................11
         2.8      Corporate Name........................................................................11
         2.9      Transferability.......................................................................11
         2.10     Request for License...................................................................11
         2.11     Reservation of Rights.................................................................12

3.       RESTRICTIONS ON USE OF LICENSED MARKS..........................................................12
         3.1      Resellers.............................................................................12
         3.2      Use of Licensed Marks with Licensee Marks.............................................12
         3.3      Bundling..............................................................................12
         3.4      Co-Marketing..........................................................................13
         3.5      General Purpose Credit Cards..........................................................13
         3.6      Dealers...............................................................................13
         3.7      Sublicenses...........................................................................13

4.       TERM AND TERMINATION...........................................................................13
         4.1      Term..................................................................................13
         4.2      Termination...........................................................................13
         4.3      Notice of Termination.................................................................15
         4.4      Effect of Termination.................................................................15
         4.5      Other Rights Unaffected...............................................................15
         4.6      Bankruptcy............................................................................15

5.       QUALITY CONTROL................................................................................16
         5.1      General...............................................................................16
         5.2      Quality Standards.....................................................................16
         5.3      Quality Service Reviews; Right of Inspection..........................................17
         5.4      Authorized Dealers, Resellers, Value Added Resellers and Sublicensees.................18

6.       REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS.............................................18
         6.1      Non-compliance with Quality Standards and Cure........................................18
         6.2      Potential Injury to Persons or Property...............................................19
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         6.3      Licensor's Rights to License Others...................................................19
7.       PROTECTION OF LICENSED MARKS...................................................................19
         7.1      Ownership and Rights to the Licensed Marks............................................19
         7.2      Similar Marks.........................................................................21
         7.3      Infringement..........................................................................21
         7.4      Compliance with Legal Requirements....................................................22

8.       USE OF LICENSED MARKS AND OTHER MARKS..........................................................22
         8.1      Licensee Marks........................................................................22
         8.2      Modification of Licensed Marks........................................................23
         8.3      Third Party Marks.....................................................................23
         8.4      Internet Domain Names.................................................................23

9.       LIABILITY AND INDEMNIFICATION..................................................................24
         9.1      Indemnification.......................................................................24
         9.2      Notification and Defense of Claims....................................................24
         9.3      Insurance.............................................................................26

10.      AGREEMENT PERSONAL.............................................................................27
         10.1     Personal to Licensee..................................................................27
         10.2     Licensee Acknowledgment...............................................................27

11.      RETENTION OF RIGHTS............................................................................27

12.      SPONSORSHIP....................................................................................27

13.      CONSENT OF LICENSOR............................................................................28

14.      NOTICES........................................................................................28

15.      GOVERNMENTAL LICENSES, PERMITS AND APPROVALS...................................................28

16.      APPLICABLE LAW.................................................................................29

17.      CONFIDENTIALITY OF INFORMATION AND USE RESTRICTION.............................................29

18.      MISCELLANEOUS..................................................................................29
         18.1     Entire Agreement......................................................................29
         18.2     Relationship of the Parties...........................................................30
         18.3     Amendments, Waivers...................................................................30
         18.4     Assignment............................................................................30
         18.5     Specific Performance..................................................................30
         18.6     Remedies Cumulative...................................................................30
         18.7     No Waiver.............................................................................30
         18.8     Rules of Construction.................................................................30
         18.9     No Third Party Beneficiaries..........................................................31
         18.10    Counterparts..........................................................................31
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<PAGE>
                     BRAND AND TRADE NAME LICENSE AGREEMENT

                  BRAND AND TRADE NAME LICENSE AGREEMENT (the "Agreement")
dated as of _________ __, 2002 and effective as of the Closing, by and among
Time Warner Inc., a Delaware corporation, with offices located at 75
Rockefeller Plaza, New York, New York 10019 ("Licensor"), and Time Warner Cable
Inc., a Delaware corporation, with offices located at 290 Harbor Drive,
Stamford, Connecticut 06902 ("Licensee"). Certain capitalized terms used herein
are defined in Article 1.

                  WHEREAS, Licensor owns and desires that Licensee have the
right to use the Licensed Marks in connection with the Licensed Services; and

                  WHEREAS, Licensor previously granted a license to Time Warner
Entertainment Company, L.P., a Delaware limited partnership ("TWE"), for use of
the TIME WARNER ENTERTAINMENT mark and related marks in connection with certain
broadband businesses, which agreement is terminated pursuant to the agreement
set forth in Exhibit A hereto.

                  WHEREAS, Licensee wishes to use the Licensed Marks in a
limited manner in the Licensed Territory in connection with the Licensed
Services; and

                  WHEREAS, Licensor is willing to license and allow Licensee to
use the Licensed Marks in the Licensed Territory under the terms and conditions
set forth in this Agreement; and

                  WHEREAS, this Agreement is effective on the Closing.

                  NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1.       DEFINITIONS

                  "AFFILIATE": An Affiliate of a Person means a Person that
controls, is controlled by, or is under common control with such Person.

                  "ANCILLARY BROADBAND SERVICES": The following products or
services:

                  (a)      The marketing, provision and sale of customer care
services in support of Licensee's provision of Licensed Services;

                  (b)      The marketing, provision and sale of activation and
authorization services (for avoidance of doubt, authorization service is the
provision of a signal to a set top box, which signal authorizes the subscriber
to receive specified services using that box; activation service is the
provision of a signal to a set top box, which signal activates the box to
receive any services) in support of Licensee's provision of Licensed Services
to its customers;


<PAGE>
                  (c)      The marketing, provision, sale and distribution of
Point Of Deployment modules (PODS) that are used to identify a Consumer as an
authorized subscriber of Licensee's Cable System entitled to certain
pre-selected proprietary features available on the Cable System;

                  (d)      The offer and sale of advertising inventory to third
parties, which advertising may appear on Cable Systems owned or managed by
Licensee, on Cable Systems owned or managed by other operators, and/or on or in
Licensee's web sites or other promotional or informational vehicles (e.g.,
monthly bills); and

                  (e)      Any other ancillary services provided in connection
with the Licensed Services, including repair, billing and provisioning
services.

                  "APPROVAL": The granting by all appropriate Regulatory
Authorities of all necessary licenses, permits, approvals, authorizations and
clearances for this Agreement and the registration or recording of this
Agreement as required by all Regulatory Authorities.

                  "AUDIO/VIDEO CONTENT SERVICES": The provision to third
parties of

                  (a)      production, origination, post-production and editing
services;

                  (b)      signal processing, compression, storage and
encryption services; and

                  (c)      satellite reception and transmission services

                  to customers that: (i) in the case of (b) and (c), are for
the purpose of transmitting and delivering video programming and data to
authorized consumers and licensees of such programming and (ii) in each case,
are of substantially the same character and nature as those offered by the TWE
Broadband Business as of the Closing. For avoidance of doubt, Audio/Video
Content Services do not include the provision of Multi-Channel Video Services
or Interactive Television Services.

                  "AUTHORIZED DEALERS": Any distributor or other agent of
Licensee authorized by Licensee to market, advertise or otherwise offer, on
behalf of Licensee, any Licensed Services or Promotional Products under the
Licensed Marks in the Licensed Territory.

                  "BANKRUPTCY": With respect to a Person, means (i) the filing
by such Person of a voluntary petition seeking liquidation, dissolution,
reorganization, rearrangement or readjustment, in any form, of its debts under
Title 11 of the United States Code (or corresponding provisions of future laws)
or any other bankruptcy or insolvency law, or such Person's filing an answer
consenting to, or acquiescing in any such petition; (ii) the making by such
Person of any assignment for the benefit of its creditors, or the admission by
such Person in writing of its inability to pay its debts as they mature; (iii)
the expiration of 60 days after the filing of an involuntary petition under


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Title 11 of the United States Code (or corresponding provisions of future
laws), an application for the appointment of a receiver for the assets of such
Person, or an involuntary petition seeking liquidation, dissolution,
reorganization, rearrangement or readjustment of its debts or similar relief
under any bankruptcy or insolvency law; provided that, the same shall not have
been vacated, set aside or stayed within such 60 day period; or (iv) the entry
of an order for relief against such Person under Title 11 of the United States
Bankruptcy Code.

                  "CABLE SYSTEM": A communication system that allows for the
provision of Multi-Channel Video Services and Interactive Television Services
to subscribers, which communication system utilizes coaxial cable, fiber optic
cable, hybrid fiber-coaxial cable or other cable later developed for the
transmission link with the subscribers or a microwave distribution system,
multi-channel multi-point distribution system or satellite master antenna
television system. For all purposes other than Section 2.1 (which concerns
Multi-Channel Video Services and Interactive Television Services), a Hybrid
System shall be treated as if it were a "Cable System."

                  "CALLING CARD": A magnetic or non-magnetic card which bears
an access number and a unique security code to enable access to any use of a
Cable System and which debits the Consumer for the cost of such access and use.

                  "CALLING CARD SERVICES": The provision of local or long
distance voice telecommunications services to Consumers who use Calling Cards.

                  "CHANGE OF CONTROL": with respect to Licensee, shall mean the
occurrence of the earlier of the following:

                  (a)      The beneficial owner (for all purposes hereof,
within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as amended) as of the Closing of a majority of (i) the outstanding
shares of common stock of the Licensee (the "Outstanding Company Common Stock")
or (ii) the combined voting power of the outstanding voting securities of the
Licensee entitled to vote generally in the election of directors of the
Licensee (the "Outstanding Company Voting Securities"), ceases to beneficially
own, together with its Affiliates, at least 40% of the Outstanding Common Stock
or the Outstanding Company Voting Securities; or

                  (b)      A change of Control of Licensee, as determined by
Licensor acting in good faith; provided that, this section (b) shall not apply
until the beneficial owner as of the Closing of a majority of the Outstanding
Company Common Stock or the Outstanding Company Voting Securities ceases to
beneficially own, together with its Affiliates, at least 60% of the Outstanding
Common Stock or the Outstanding Company Voting Securities.

                  "CLOSING": As defined in the Restructuring Agreement.

                  "CO-MARKETING": The marketing, promotion, advertising,
offering or sale of one Person's goods or services with another Person's goods
or services.


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                  "CONSUMER": An end-user of any product or service who uses
that product or service.

                  "CONSUMER PLATFORM SERVICES": The following services, each
provided over a Cable System, or to the extent applicable, a Hybrid System:

                  (a)      Telephone Services;

                  (b)      High Speed Internet Services;

                  (c)      Prepaid Consumer Calling Card Services;

                  (d)      Calling Card Services;

                  (e)      Home Security Services;

                  (f)      Networking Services; and

                  (g)      Voice-over IP Services.

                  "CONTROL": The possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
entity, whether through ownership of voting securities or other interests, by
contract or otherwise.

                  "DEDICATED WIRELESS DEVICES": Bi-directional cellular
telecommunication devices that use Mobile Wireless Services as their sole mode
of communication with other devices (other than a personal computer for
purposes of synchronizing a calendar or address book) and users.

                  "DEDICATED WIRELESS PORTALS: Portals that are used solely
for, and accessed solely through, Mobile Wireless Services.

                  "DMA": Designated marketing area, as determined by Nielson
Media Research and published in its Nielson Station Index Directory and Nielson
Station Index US Television Household Estimates.

                  "EQUIPMENT AND SOFTWARE": As defined in Section 2.6.

                  "FCC": The Federal Communications Commission and any
successor governmental authority.

                  "FIELD OF USE": The provision in the Licensed Territory of
Multi-Channel Video Services, Interactive Television Services, Consumer
Platform Services, Ancillary Broadband Services, Audio/Video Content Services
and Equipment and Software.

                  "HIGH SPEED INTERNET SERVICES": The service of providing
subscribers with use of "online services" at a digital signal rate of 128
kilobits per second or above. For purposes of this definition, "online
services" means the services available over the


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Internet. For avoidance of doubt, the "online services" themselves are not High
Speed Internet Services.

                  "HOME SECURITY SERVICES": The service of providing
residential subscribers with fire alarm and burglar alarm services.

                  "HYBRID SYSTEM": A hybrid transmission system that is for the
provision of Multi-Channel Video Services and Interactive Television Services,
or to other Licensed Services, (i) to the extent provided by the TWE Broadband
Business in connection with other Licensed Services as of the Closing or (ii) a
result of Licensee's expenditure of a significant amount of time and resources
prior to Closing and which Licensee plans to introduce within three months
after the Closing, to subscribers, which hybrid transmission system utilizes
coaxial cable, fiber optic cable, hybrid fiber coaxial cable or other cable
later developed for one transmission link (the "Principal Link") with the
subscribers and either:

                  (a)      a satellite link for the other transmission link; or

                  (b)      a return transmission link from a cable set-top box
that utilizes a twisted pair telephone connection, provided, however, that such
return transmission link is only used to communicate ancillary data in order to
support a Licensed Service that is primarily provided utilizing the Principal
Link. For avoidance of doubt, if such return transmission link (i.e., the
twisted pair telephone connection) of a hybrid transmission system is the link
that is primarily used to provide Telephone Services or any Internet related
services, the system is not a Hybrid System.

                  In each case, a Hybrid System only includes the system that
is either (i) of substantially the same character and nature as that offered by
the TWE Broadband Business as of the Closing; or (ii) a result of Licensee's
expenditure of a significant amount of time and resources and which Licensee
plans to introduce within three months after the Closing.

                  "INDEMNIFIED PARTY": As defined in Section 9.3 of this
Agreement.

                  "INDEMNIFYING PARTY": As defined in Section 9.3 of this
Agreement.

                  "INTERACTIVE TELEVISION SERVICES": The provision of
interactive services in connection with one or more video programming streams
that are for display primarily on a television, which services support either:

                  (a)      subscriber-initiated choices or actions; or

                  (b)      the selective delivery, provisioning, authorization
or enablement of programming, information (including information in HTML
format), products or services to a subscriber based upon current or prior
subscriber-initiated choices, actions, preferences or circumstances.


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                  "LICENSED MARKS": shall mean the Licensed Master Marks,
Licensed Ancillary Marks and Licensee Specific Marks as set forth below:

                  1.       Licensed Master Marks:

                  a.       Licensor's representation of an eye and ear design as
shown in Schedule 1 to this Agreement in connection with the use of the TIME
WARNER CABLE Mark;

                           b.       TIME WARNER CABLE;

                           c.       TW;

                           d.       TWC;

                           e.       TW CABLE; and

                           f.       Licensor's Trade Dress in connection with
                                    the use of the TIME WARNER CABLE Mark.

                  2.       Licensed Ancillary Marks:

                           The Marks listed in Schedule 2 of this Agreement, as
                           amended from time to time, and all common law Marks
                           incorporating the Licensed Master Marks.

                  3        Licensee Specific Marks:

                           The Marks listed in Schedule 3 of this Agreement.

                  "LICENSED SERVICES": The following services:

                  (a)      Multi-Channel Video Services provided over a Cable
System and/or a Hybrid System in the Licensed Territory;

                  (b)      Interactive Television Services provided over a
Cable System and/or a Hybrid System in the Licensed Territory;

                  (c)      Consumer Platform Services provided over a Cable
System, or to the extent applicable, a Hybrid System, in the Licensed
Territory;

                  (d)      Ancillary Broadband Services provided in the
Licensed Territory; and

                  (e)      Audio/Video Content Services provided in the
Licensed Territory.


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                  "LICENSED TERRITORY": The Licensed Territory shall be the
United States and all territories and possessions thereof.

                  "LICENSEE": As defined in the Preamble to this Agreement.

                  "LICENSEE MARKS": All Marks which are adopted, used and owned
by Licensee after the Closing in connection with the Licensed Services or
Promotional Products.

                  "LICENSOR":  As defined in the Preamble to this Agreement.

                  "MARK": Any name, brand, mark, trademark, service mark, sound
mark, design, logo, trade dress, trade name, business name, slogan, domain name
or other indicia of origin.

                  "MARKETING MATERIALS": Any and all materials, whether
written, oral, visual or in any other medium, used by Licensee or its
Authorized Dealers, Resellers, Value Added Resellers or Sublicensees to market,
advertise or otherwise offer any Licensed Services under the Licensed Marks,
including but not limited to Promotional Products.

                  "MOBILE WIRELESS SERVICES": A non-private telecommunications
service that provides wide-area communication of information, including voice,
data, video or combinations thereof, over a bi-directional communication path
that extends through the air from a base-station to a mobile-subscriber
communication device, which base-station transmits and receives
subscriber-addressed communications to and from more than one addressed
subscriber and wherein the communication path is switched from one such
base-station to another such base-station in response to movement of the
addressed subscriber's mobile communication device. Mobile Wireless Services
shall not include a private telecommunications connection within or around a
residence or business that provides local-area communication of information at
or around such residence or business.

                  "MULTI-CHANNEL VIDEO SERVICES": The provision of multiple
audio or video programming that is selectable by a subscriber, where such
programming is provided by, or generally comparable to programming provided by,
a television broadcast station, cable television network or aggregator of audio
or video content for display or performance primarily on a television.

                  "NETWORKING SERVICES": The services of (i) providing
subscribers with connectivity between any two or more devices at a single
location capable of storing, receiving, displaying or otherwise utilizing
products or services offered by Licensee and (ii) planning, constructing and/or
maintaining on behalf of third parties local and wide area networks for the
transmission of data, in each case, that is either (x) of substantially the
same character and nature as that offered by the TWE Broadband Business as of
the Closing; or (y) a result of Licensee's expenditure of a significant amount
of time and resources and which Licensee plans to introduce within three months
after the Closing.


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<PAGE>
                  "PERSON": Any individual, corporation, partnership, firm,
joint venture, limited liability company, limited liability partnership,
association, joint-stock company, trust, estate, incorporated or unincorporated
organization, governmental or regulatory body, business unit, or other entity.

                  "PORTAL": An Internet web site that serves as a gateway to
the Internet and that includes one or more of the following features: a search
engine; electronic mail; instant messaging; chat services; or web hosting.

                  "PREPAID CONSUMER CALLING CARDS": Calling Cards which bear an
access number and a unique security code to enable access to and use of a Cable
System and which the Consumer purchases in advance a specific amount of calling
time.

                  "PREPAID CONSUMER CALLING CARD SERVICES": The provision of
local or long distance voice telecommunications services to Consumers with
Prepaid Consumer Calling Cards.

                  "PROMOTIONAL PRODUCTS": Any goods or services which are used
to advertise or promote any Licensed Services, such as t-shirts, golf balls,
pens and the like, but not any products or services that, in Licensor's opinion
acting in good faith, are not fairly characterized as being used for
advertisement or promotion.

                  "QUALITY CONTROL REPRESENTATIVES": Representatives of
Licensor appointed in accordance with Article 5.

                  "QUALITY STANDARDS": As defined in Section 5.2 of this
Agreement.

                  "REGULATORY AUTHORITY": Any regulatory, administrative or
governmental entity, authority, agency, commission, tribunal or official,
including without limitation, the FCC and the Export Licensing Office of the
U.S. Department of Commerce.

                  "RESELLER": Any Person other than Licensee that sells,
distributes or leases Licensed Services from Licensee.

                  "RESTRUCTURING AGREEMENT": The Restructuring Agreement, dated
as of the date hereof, by and among AOL Time Warner Inc., a Delaware
corporation, AT&T Corp., a New York corporation, and the other parties named
therein.

                  "ROAD RUNNER LICENSEES": As defined in that certain Brand
License Agreement, dated as of the date hereof, by and between Holdco, a
Delaware limited liability company and Licensee.

                  "ROAD RUNNER MARKS AND COPYRIGHTS": The Licensed Marks and
Licensed Copyright as such terms are defined in that certain Brand License
Agreement, dated as of the date hereof, by and between Holdco, a Delaware
limited liability company and Licensee.


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                  "SERVICE BUNDLES": A single contract offered or supplied to a
Person for multiple services or systems integration contracts. For avoidance of
doubt, neither Licensee's offering of Multi-Channel Video Services, nor
Licensee's offering of any two or more Licensed Services in a package shall
itself constitute a Service Bundle hereunder.

                  "SIGNIFICANT BREACH BY LICENSEE": As defined in Section 4.2
of this Agreement.

                  "STYLE GUIDELINES": The guidelines controlling certain
aspects of the Licensed Marks including, but not limited to, the size, color
and appearance of the Licensed Marks as set forth in the official Style Guide
to be provided to Licensee on the Closing and periodically thereafter.

                  "SUBLICENSEE": As defined in Section 3.7 of this Agreement.

                  "SUBMITTED MATERIALS": As defined in Section 5.2 of this
Agreement.

                  "SUBSIDIARY": With respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other body performing similar functions
are at any time directly or indirectly owned by such Person or, in the case of
a Cable System, the right to direct the management or operation of such Cable
System pursuant to a management agreement with a term of at least three years,
for so long as such management agreement remains in effect; provided that,
Licensee shall notify Licensor in writing immediately when it ceases management
of any such Cable System.

                  "SUCCESSOR": With respect to any party, any successor,
transferee or assignee, including without limitation, any receiver, debtor in
possession, trustee, conservator or similar Person with respect to such party
or such party's assets.

                  "TELEPHONE SERVICES": The provision to end users of Telephone
Exchange Service, as that term is defined in the Telecommunications Act of
1934, as amended. Telephone Services shall include the ability to terminate a
telephone call.

                  "TRADE DRESS": The general image or appearance of the
Licensed Marks and of the Licensed Services and Marketing Materials or
Promotional Products and any packaging and labeling therefor, including without
limitation, the combination of colors, designs, sizing configurations,
publication formats and the like as set forth in the Style Guidelines and as
such trade dress may be modified or replaced pursuant to Section 8.2 of this
Agreement, and such other trade dress as may be added thereto or substituted
therefor in accordance with Section 8.2.

                  "TW LICENSEES": Those Persons and business units that are
part of Licensor as of the Closing and any other Persons who are licensed
under, or otherwise permitted to use, the Licensed Marks by Licensor.

                  "TWE": As defined in the Preamble.


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<PAGE>
                  "TWE BROADBAND BUSINESS" has the meaning assigned to it in
the TWE Distribution Agreement.

                  "TWE DISTRIBUTION AGREEMENT": The Distribution Agreement,
dated as of the date hereof by and between Time Warner Entertainment Company,
L.P., a Delaware limited partnership, Warner Communications Inc., a Delaware
corporation, and AOL Time Warner Inc., a Delaware corporation.

                  "VALUE ADDED RESELLER": Any Person that combines Licensed
Services with additional software, services or features and then sells,
distributes or leases such combinations directly to end users.

                  "VOICE-OVER IP SERVICES": The provision to end users of the
ability to transmit voice communications over a data network using Internet
Protocol technology.

2.       GRANT OF LICENSE

                  Subject to the terms and conditions of this Agreement,
Licensor makes the following royalty-free license grants:

         2.1      Multi-Channel Video Services and Interactive Television
Services. Licensor hereby grants to Licensee an exclusive, perpetual right and
license to use the Licensed Marks in accordance with the Quality Standards set
forth in Article 5 to provide Multi-Channel Video Services and Interactive
Television Services over Cable Systems and Hybrid Systems in the Licensed
Territory.

                  For avoidance of doubt, outside the Licensed Territory,
Licensee has no right or license to use the Licensed Marks in connection with
Multi-Channel Video Services, Interactive Television Services or any other
products or services. Without limiting the effect of the preceding sentence in
any way, Licensor retains the right to use, and license to any Person, the
Licensed Marks for the provision of such services using DSL (digital subscriber
line) technology in any territory.

         2.2      Consumer Platform Services. Licensor hereby grants to
Licensee an exclusive, perpetual right and license to use the Licensed Marks in
accordance with the Quality Standards as set forth in Article 5 to provide
Consumer Platform Services over Cable Systems in the Licensed Territory.

         2.3      Promotional Products. Licensor hereby grants to Licensee an
exclusive, perpetual right and license to use the Licensed Marks in accordance
with the Quality Standards as set forth in Article 5 on Promotional Products in
the Licensed Territory.

         2.4      Ancillary Broadband Services. Licensor hereby grants to
Licensee an exclusive, perpetual right and license to use the Licensed Marks in
accordance with the Quality Standards as set forth in Article 5 for Ancillary
Broadband Services provided in the Licensed Territory.


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         2.5      Portals. Licensor hereby grants to Licensee an exclusive,
perpetual right and license to use the Licensed Marks in accordance with the
Quality Standards as set forth in Article 5 on Portals that are used in
connection with High Speed Internet Services provided in the Licensed
Territory.

         2.6      Equipment and Software. Licensor hereby grants to Licensee an
exclusive, perpetual right and license to use the Licensed Marks in accordance
with the Quality Standards as set forth in Article 5 on equipment and software
used in connection with the provision of Licensed Services in the Licensed
Territory, other than the following:

                  (a)      Email devices;

                  (b)      Telephone answering devices; and

                  (c)      Personal digital assistants,

but including cable set top boxes, cable modems and in-home networking
equipment for connecting set top boxes or cable modems with other devices for
service applications (the "Equipment and Software").

         2.7      Audio/Video Content Services. Licensor hereby grants to
Licensee an exclusive, perpetual right and license to use the Licensed Marks in
accordance with the Quality Standards as set forth in Article 5 to provide
Audio/Video Content Services in the Licensed Territory.

         2.8      Corporate Name. Licensor hereby grants to Licensee an
exclusive, perpetual right and license to use the Licensed Marks as part of its
corporate name to conduct the Licensed Services in the Licensed Territory in
accordance with the Quality Standards set forth on Article 5 hereof.

         2.9      Non-exclusive License. Licensor hereby grants to Licensee a
non-exclusive right and license to use the Mark TIME WARNER COMMUNICATIONS in
connection with the Licensed Services, in accordance with the Quality Standards
as set forth in Article 5, only to the extent such Mark is used in connection
with the Licensed Services as of the Closing. The license granted in this
Section 2.9 shall terminate on December 31, 2003.

         2.10     Transferability. Except as provided in Section 3.1 with
respect to Resellers and Value Added Resellers, in Section 3.6 with respect to
Authorized Dealers and in Section 3.7 with respect to Sublicensees, the
licenses granted herein shall be non-transferable.

         2.11     Request for License. If Licensee wishes to use the Licensed
Marks on any goods or services other than Licensed Services and Promotional
Products or on any goods or services or in any territory not expressly granted
by this Agreement, it may request a grant of such license from Licensor.


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<PAGE>
         2.12     Reservation of Rights. Except as expressly licensed in this
Article 2, Licensee shall have no rights or license to use any of the Licensed
Marks in connection with any products or services. To the extent Licensee has
been granted "exclusive" rights pursuant to the provisions of this Article 2,
such "exclusive" rights solely relate to the use of the Licensed Marks in
connection with the specified provision of the Licensed Services or Promotional
Products in the Licensed Territory. Except to the extent Licensee has been
granted "exclusive" rights pursuant to the provisions of this Article 2,
Licensor retains the sole and exclusive right to use and license others to use
any Marks, including the Licensed Marks, for any purpose whatsoever. Licensee
covenants and agrees that it will not use any of the Licensed Marks in
connection with any products or services or in any territory that are not
expressly licensed pursuant to the provisions of this Article 2 and any such
unlicensed use by Licensee of the Licensed Marks shall be deemed a "Significant
Breach by Licensee" under Section 4.2 of this Agreement unless cured pursuant
to Section 4.2(a) of this Agreement.

                  Without in any way limiting the foregoing, Licensee shall not
use the Licensed Marks in connection with Dedicated Wireless Devices or
Dedicated Wireless Portals.

3.       RESTRICTIONS ON USE OF LICENSED MARKS

         3.1      Resellers. Licensee may permit Resellers and Value Added
Resellers to use the Licensed Marks on a non-exclusive basis and solely in
connection with Licensed Services obtained from Licensee; provided, however,
that any such use shall be in accordance with the terms of this Agreement,
including the Quality Standards set forth in Article 5, and such use shall only
be in the same Field of Use as Licensee. For avoidance of doubt, no Reseller or
Value Added Reseller may use any Licensed Marks in any manner that would
violate this Agreement if performed by Licensee and any use of Licensed Marks
by a Reseller or Value Added Reseller in such manner shall be deemed use by
Licensee in violation of the relevant provision(s) of this Agreement.

         3.2      Use of Licensed Marks with Licensee Marks. Any use by
Licensee of Licensee Marks in conjunction with Licensed Marks must comply with
all other terms of this Agreement, including without limitation, the Quality
Standards set forth in Article 5.

         3.3      Bundling. Licensee may use Licensed Marks in connection with
Service Bundles in accordance with the Quality Standards set forth in Article 5
on a non-exclusive basis if:

                  a.       The Service Bundle is predominantly built around a
                           Licensed Service or is provided in conjunction with
                           an Affiliate of Licensor; and

                  b.       Licensee is in compliance with its material
                           obligations under any supply agreement with Licensor
                           or a TW Licensee or, in the case of High Speed
                           Internet Services, a ROAD RUNNER Licensee, for


                                      12
<PAGE>
                           all elements that are included in the Service
                           Bundle, if any such agreement is in place.

         3.4      Co-Marketing.

                  a.       Licensor shall have the right, upon its request, to
                           review and approve (which approval shall not be
                           unreasonably withheld) Licensee's use of the
                           Licensed Marks in Co-Marketing and to request
                           representative copies of materials created in
                           connection with Co-Marketing.

                  b.       Any use of the Licensed Marks in connection with
                           Co-Marketing shall comply with the Quality Standards
                           set forth in Article 5 and Licensor's Co-Marketing
                           Guidelines, as in effect from time to time.

         3.5      General Purpose Credit Cards. Licensee may not permit
Licensed Marks to be used on or in connection with any consumer general credit
card.

         3.6      Dealers. Licensee may grant Authorized Dealers limited
permission to use the Licensed Marks on a non-exclusive basis and solely in
connection with the provision of Licensed Services obtained from Licensee;
provided, however, that any such use shall be in accordance with the terms of
this Agreement including the Quality Standards set forth in Article 5 of this
Agreement and as set forth in the Style Guidelines and such use shall only be
in the same Field of Use as Licensee. For avoidance of doubt, no Authorized
Dealer may use any Licensed Marks in any manner that would violate this
Agreement if performed by Licensee and any use of Licensed Marks by an
Authorized Dealer in such manner shall be deemed use by Licensee in violation
of the relevant provision(s) of this Agreement.

         3.7      Sublicenses. Notwithstanding anything to the contrary herein,
Licensee shall have the right to grant sublicenses to use the Licensed Marks
for Licensed Services or Promotional Products to its Subsidiaries (a
"Sublicensee"); provided, however, that any such use shall be in accordance
with the terms of this Agreement including the Quality Standards set forth in
Article 5 and that the sublicense granted to such Person shall only be
effective for so long as such Person remains a Subsidiary of Licensee. Except
as otherwise expressly provided in this Article 3, Licensee shall have no right
to sublicense the Licensed Marks.

4.       TERM AND TERMINATION

         4.1      Term. This Agreement shall remain in effect unless terminated
in accordance with the provisions hereof.

         4.2      Termination. Notwithstanding the foregoing, Licensor shall
have the right, subject to Section 4.3 below, to terminate this Agreement
without prejudice to any rights which it may have, whether pursuant to this
Agreement, or in law or equity or otherwise, upon the occurrence of a
Significant Breach by Licensee. A "Significant


                                      13
<PAGE>
Breach by Licensee" shall mean, after exhaustion of any applicable cure periods
set forth in this Agreement, any one or more of the following events:

                  a.       Any of Licensee, an Authorized Dealer, Reseller,
                           Value Added Reseller or any Sublicensee uses the
                           Licensed Marks in a manner which fails to comply in
                           all material respects with the provisions of this
                           Agreement, and fails to cure such breach within
                           sixty (60) days of receipt of written notice of such
                           breach; or

                  b.       Any use of the Licensed Marks by any of Licensee, an
                           Authorized Dealer, Reseller, Value Added Reseller or
                           any Sublicensee fails to comply in all material
                           respects with the Quality Standards set forth in
                           Article 5 and continues for more than sixty (60)
                           days after written notice thereof has been given to
                           Licensee in accordance with Section 6.1; or

                  c.       Licensee fails to provide performance data and
                           representative samples of Marketing Materials to
                           Licensor's Quality Control Representative for the
                           purposes permitted hereunder pursuant to the
                           provisions of Section 5.3 hereof and fails to cure
                           such breach within sixty (60) days of receipt of
                           written notice of such breach; or

                  d.       Licensee, an Authorized Dealer, Reseller, Value
                           Added Reseller or any Sublicensee fails to comply
                           with any material laws, regulations or industry
                           standards, or any governmental agency, Regulatory
                           Authority or other body, office or official vested
                           with appropriate authority finds that the services
                           or products being offered under the Licensed Marks
                           are being provided in contravention of material,
                           applicable laws, regulations or standards and fails
                           to cure such breach within sixty (60) days of
                           receipt of written notice of such breach or such
                           date as is set by the relevant Regulatory Authority,
                           whichever is earlier; or

                  e.       Licensee fails to deliver to Licensor or to maintain
                           in full force and effect the insurance referred to
                           in Section 9.4 hereof and fails to cure such breach
                           within sixty (60) days of receipt of written notice
                           of such breach; or

                  f.       Licensee shall be unable to pay its debts in the
                           ordinary course of business or when they become due,
                           or shall file for Bankruptcy; or

                  g.       Any other material breach of this Agreement by
                           Licensee its Authorized Dealers, Resellers, Value
                           Added Resellers or any Sublicensee which breach
                           continues for more than sixty (60) days after
                           written notice thereof has been given to Licensee,
                           except as may otherwise be provided in Section 6.1;
                           or


                                      14
<PAGE>
                  h.       A Change of Control shall have occurred with respect
                           to Licensee; or

                  i.       Licensee's breach of Section 12.1, which breach
                           continues for more than sixty (60) days after
                           written notice thereof has been given to Licensee
                           and which breach Licensor reasonably determines has
                           a material adverse effect on Licensor or the
                           Licensed Marks; or

                  j.       Licensee shall materially breach any other agreement
                           in effect between Licensee on the one hand and
                           Licensor on the other and Licensor reasonably
                           determines that such breach has a material adverse
                           effect on the relationship between Licensee and
                           Licensor that is not reasonably capable of being
                           cured.

         4.3      Notice of Termination. In the event any "Significant Breach
by Licensee" occurs, Licensor may give notice of termination in writing to
Licensee, whereupon this Agreement shall immediately terminate.

         4.4      Effect of Termination. In the event this Agreement is
terminated pursuant to this Article, Licensee shall, and shall cause its
Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to (i)
immediately cease use of the Licensed Marks licensed pursuant to Sections 2.1 -
2.7 hereof upon the effective date of such termination or expiration and (ii)
cease all further use of the Licensed Marks licensed pursuant to Section 2.8
hereof as part of its corporate name within thirty (30) days of such
termination. Immediately following the termination of this Agreement, Licensee
shall return to Licensor, or certify in writing that it has destroyed, all
Marketing Materials, Promotional Products and all other materials and tangible
property bearing the Licensed Marks.

         4.5      Other Rights Unaffected. It is understood and agreed that
termination of this Agreement by Licensor on any ground shall be without
prejudice to any other remedies at law or equity or otherwise which Licensor
may have.

         4.6      Bankruptcy. This Agreement constitutes a license of
"intellectual property" within the meaning of Section 365(n) of the United
States Bankruptcy Code. If Section 365(n) of the United States Bankruptcy Code
(or any successor provision) is applicable, and the trustee or
debtor-in-possession has rejected this Agreement and if the Licensee has
elected pursuant to Section 365(n) to retain its rights hereunder, then upon
written request of Licensee, to the extent Licensee is otherwise entitled
hereunder, the trustee or debtor-in-possession shall provide to Licensee any
intellectual property (including embodiments thereof) held or controlled by the
trustee or debtor-in-possession.

5.       QUALITY CONTROL

         5.1      General. Licensee acknowledges that the provision of Licensed
Services and Promotional Products under the Licensed Marks pursuant to the
terms of this


                                      15
<PAGE>
Agreement must be of sufficiently high quality as to protect the Licensed Marks
and the goodwill they symbolize. Licensee further acknowledges that the
maintenance of high quality services is of the essence in this Agreement, as is
the use of the Licensed Marks in connection therewith. In order to preserve the
inherent value of the Licensed Marks, Licensee agrees to use its reasonable
efforts to ensure that the services and activities to be marketed, promoted,
offered and provided by Licensee, Authorized Dealers, Resellers, Value Added
Resellers and Sublicensees under the Licensed Marks pursuant to this Agreement
shall be of a quality and nature comparable to the products, services and
activities provided by Licensor, itself or through its Affiliates, as of the
date of this Agreement. Licensee further agrees that it will utilize only
Marketing Materials which do not disparage or place in disrepute Licensor, its
businesses or its business reputation, and do not adversely affect or detract
from Licensor's goodwill or the goodwill appurtenant to the Licensed Marks and
will use the Licensed Marks in ways which will not adversely affect Licensor's
business reputation and goodwill.

         5.2      Quality Standards. Licensee agrees to comply and maintain
compliance with the Quality Standards, specifications and rights of approval of
Licensor with respect to any and all usage of the Licensed Marks on or in
relation to the Licensed Services, Portals, Marketing Materials and Promotional
Products throughout the Term. To that end, any and all usage of the Licensed
Marks by Licensee, Authorized Dealers, Resellers, Value Added Resellers and
Sublicensees shall comply with the following standards, specifications and
rights of approval (the "Quality Standards"):

                  a.       Licensee shall use the Licensed Marks only in a
                           style and manner commensurate with the current
                           standards and reputation for quality associated with
                           the Licensed Marks and only in the style and manner
                           that has been expressly approved in advance by
                           Licensor as provided herein. Such approval is
                           designed to protect the Licensed Mark and Licensor's
                           rights therein and will not be unreasonably
                           withheld, it being understood and agreed that it
                           shall not be unreasonable for Licensor to disapprove
                           if Licensor believes in good faith that such
                           disapproval is appropriate to preserve the Licensed
                           Marks or the goodwill associated therewith;

                  b.       At Licensor's reasonable request, Licensee shall
                           submit to Licensor for prior written approval
                           prototypes of products and materials, including, but
                           not limited to, Marketing Materials and Promotional
                           Products and any packaging and labeling therefor
                           bearing the Licensed Marks (the "Submitted
                           Materials"), such approval not to be unreasonably
                           withheld, it being understood and agreed that it
                           shall not be unreasonable for Licensor to disapprove
                           any Submitted Material if Licensor believes in good
                           faith that such disapproval is appropriate to
                           preserve the Licensed Marks or the goodwill
                           associated therewith. Licensor shall provide its
                           approval or disapproval within a reasonable time
                           after Licensor receives such Submitted Materials. In
                           the event that Licensor disapproves any of the
                           submissions, Licensee shall make modifications


                                       16

<PAGE>
                           consistent with those specified by Licensor and shall
                           resubmit the relevant materials to Licensor for
                           approval. Provided Licensor has given approval of the
                           style(s) and general use(s) of any Submitted
                           Material, Licensee may use such Submitted Material in
                           those styles and for such purposes, without material
                           change, subject to periodic review by Licensor at
                           Licensor's request. Licensee shall not make any
                           material change to the Submitted Materials as
                           approved by Licensor without Licensor's prior written
                           approval;

                  c.       The provisions of Section 7.4 of this Agreement; and

                  d.       All quality, style and image standards for use of
                           the Licensed Marks delivered by Licensor to
                           Licensee, including the style guide located at
                           http://portfolio.e-zone.com/twc/html/styleguide
                           /index.html, and the Co-Marketing Guidelines, Usage
                           Guidelines and Trade Dress Guidelines set forth
                           therein, however, it being understood and agreed
                           that any written instructions delivered from
                           Licensor to Licensee shall take priority over such
                           style guide in the event of any conflict.

Licensee acknowledges that the Quality Standards may be modified from time to
time as may be necessary to continue to protect and preserve the image,
reputation and goodwill attached to the Licensed Marks.

         5.3      Quality Service Reviews.

                  a.       Licensee agrees to collect, maintain and furnish to
                           the Quality Control Representatives all performance
                           data relating to the Licensed Services reasonably
                           requested by the Quality Control Representatives and
                           representative samples of Marketing Materials that
                           are marketed or provided under the Licensed Marks to
                           assure conformance of the Licensed Services and the
                           Marketing Materials with the Quality Standards. At
                           Licensor's reasonable request, Licensee shall send
                           copies to Licensor of performance data relating to
                           technical performance or conformance of the Licensed
                           Services as previously provided by Licensee. Any
                           such data provided to Licensor shall be treated
                           confidentially in accordance with Article 17.

                  b.       Licensor may independently, at its own cost, conduct
                           continuous customer satisfaction and other surveys to
                           determine if Licensee is meeting the Quality
                           Standards in connection with its use of the Licensed
                           Marks in the Licensed Services. Licensee shall
                           cooperate, at Licensor's expense, with Licensor fully
                           in the distribution and conduct of such surveys, and
                           otherwise as may be reasonably necessary to verify
                           Licensee's compliance with the Quality Standards, so
                           long as such cooperation shall not


                                      17
<PAGE>
                           unreasonably interfere with the conduct of Licensee's
                           business. If Licensor learns that Licensee is not
                           complying with the Quality Standards in any material
                           respect, it shall notify Licensee and the provisions
                           of Article 6 shall apply to such non-compliance.

                  c.       If Licensee learns that it is not complying with the
                           Quality Standards in any material respect, it shall
                           notify Licensor, and the provisions of Article 6
                           shall apply to such non-compliance.

         5.4      Authorized Dealers, Resellers, Value Added Resellers and
Sublicensees. Licensee shall provide to Licensor within ten (10) days after the
expiration of each calendar year a list of all Sublicensees and a list of all
material Authorized Dealers, Resellers and Value Added Resellers. Licensor
shall have the right, exercisable in its reasonable discretion, to give
Licensee notice requiring Licensee to terminate any Authorized Dealer,
Reseller, Value Added Reseller or Sublicensee that Licensor reasonably believes
is not in compliance with the Quality Standards (after notice of such
non-compliance and a reasonable opportunity to cure has been granted to such
Authorized Dealer, Reseller, Value Added Reseller or Sublicensee) effective no
later than thirty (30) days from the date such notice is given by Licensor to
Licensee. All Authorized Dealers, Resellers, Value Added Resellers and
Sublicensees shall be bound by the Quality Standards and by Licensee's
obligations under this Agreement. A breach by any such Authorized Dealer,
Reseller, Value Added Reseller or Sublicensee of this Agreement shall be deemed
a breach of this Agreement by Licensee; provided that, Licensee's termination
of such breaching Authorized Dealer, Reseller, Value Added Reseller or
Sublicensee shall be deemed to cure any such breach.

6.       REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS

         6.1      Non-compliance with Quality Standards and Cure.

                  a.       If Licensor becomes aware that Licensee or its
                           Authorized Dealers, Resellers, Value Added Resellers
                           or Sublicensees, are not complying with any Quality
                           Standards in any material respect, Licensor shall
                           notify Licensee in writing of such non-compliance,
                           setting forth, in reasonable detail, a description of
                           the non-compliance and, to the extent such
                           information is available, any suggestions for curing
                           such non-compliance. Licensee shall cure such
                           non-compliance as soon as is practicable but in any
                           event within sixty (60) days thereafter. In the event
                           that the non-compliance with the Quality Standards is
                           being caused by an Authorized Dealer, Reseller, Value
                           Added Reseller or Sublicensee, Licensee's termination
                           of such Authorized Dealer, Reseller, Value Added
                           Reseller or Sublicensee shall be deemed to cure such
                           non-compliance.

                  b.       If such non-compliance with the Quality Standards
                           continues beyond the applicable cure periods
                           described above, Licensee


                                      18
<PAGE>
                           shall: (i) and shall cause its Authorized Dealers,
                           Resellers, Value Added Resellers and Sublicensees to,
                           immediately cease any Licensed Services and
                           Promotional Products using the Licensed Marks in the
                           DMA in which it is in non-compliance until it is in
                           compliance with the Quality Standards, subject to the
                           provisions below; and (ii) be deemed to be in breach
                           of this Agreement.

                  c.       The waiver by Licensor of a single event of
                           non-compliance or a succession of events shall not
                           deprive Licensor of any rights under this Agreement
                           arising by reason of any subsequent event of
                           non-compliance.

         6.2      Potential Injury to Persons or Property. Notwithstanding the
provisions of Section 6.1, in the event that Licensor reasonably determines
that any non-compliance creates a material threat of personal injury or injury
to property of any third party, upon notice thereof by Licensor to Licensee,
Licensee shall cure such non-compliance as soon as practicable but in any event
within sixty (60) days after receiving such notice. If the non-compliance
continues beyond such cure period, Licensee shall (and shall cause its
Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to)
either cease using the Licensed Marks in connection with any Licensed Services
and Promotional Products in the DMA in which it is not in compliance until it
is in compliance with the Quality Standards, subject to the provisions of
Section 6.3 below, or be deemed to be in breach of this Agreement.

         6.3      Licensor's Rights to License Others. In addition to the
rights granted to Licensor pursuant to Article 4, "Term and Termination," in
the event that Licensee is required to cease offering or providing any Licensed
Services or Promotional Products using Licensed Marks in a DMA by reason of its
failure to comply with the Quality Standards and to cure such failure within
the applicable cure periods, Licensor may immediately terminate Licensee's
rights under this Agreement with respect to such DMA and may license other
Persons to use the Licensed Marks in connection with the Licensed Services and
Promotional Products, even though the license granted was an exclusive license
in that DMA.

7.       PROTECTION OF LICENSED MARKS

         7.1      Ownership and Rights to the Licensed Marks.

                  a.       Licensee acknowledges the great value of the
                           goodwill associated with the Licensed Marks, and
                           acknowledges that the Licensed Marks and all the
                           rights therein, and goodwill attached thereto,
                           belong exclusively to Licensor.

                  b.       Licensee will not, at any time, disparage, dilute or
                           adversely affect the validity of the Licensed Marks
                           or take any action, or otherwise suffer to be done
                           any act or thing which may at any time, in any way
                           materially adversely affect any rights of Licensor
                           in and to the


                                      19
<PAGE>
                           Licensed Marks, or any registrations thereof or
                           which, directly or indirectly, may materially reduce
                           the value of the Licensed Marks or detract from their
                           reputation.

                  c.       Licensee agrees that any and all goodwill and other
                           rights that may be acquired by the use of the
                           Licensed Marks by Licensee shall inure to the sole
                           benefit of Licensor. Nothing contained in this
                           Agreement shall be construed as an assignment or
                           grant to Licensee of any right, title or interest in
                           or to the Licensed Marks, or any of Licensor's other
                           Marks, it being understood that all rights relating
                           thereto are reserved by Licensor, except for the
                           license hereunder to Licensee of the right to use
                           the Licensed Marks only as specifically and
                           expressly provided herein. Licensee further
                           acknowledges that it will not obtain any ownership
                           interest in the Licensed Marks or any other right or
                           entitlement to continued use of them, regardless of
                           how long this Agreement remains in effect and
                           regardless of any reason or lack of reason for the
                           termination thereof by Licensor; provided that, by
                           making this acknowledgment Licensee is not waiving,
                           and does not intend to waive, any contractual rights
                           hereunder or its remedies upon a breach hereof by
                           Licensor.

                  d.       Licensee shall not (i) attack Licensor's title or
                           right in and to the Licensed Marks as they relate to
                           the Licensed Services in any jurisdiction or attack
                           the validity of this license or the Licensed Marks
                           or (ii) contest the fact that Licensee's rights
                           under this Agreement cease upon termination of this
                           Agreement. The provisions of this Section 7.1 shall
                           survive the termination of this Agreement.

                  e.       Licensee will not grant or attempt to grant a
                           security interest in the Licensed Marks or this
                           Agreement, or to record any security interest in the
                           United States Patent and Trademark Office or
                           elsewhere, against any trademark application or
                           registration belonging to Licensor.

                  f.       Licensee shall, at Licensor's expense, cooperate
                           fully and in good faith with Licensor for the purpose
                           of securing, preserving and protecting Licensor's
                           rights in and to the Licensed Marks. At the request
                           of Licensor, and at Licensor's expense, Licensee
                           shall execute and deliver to Licensor any and all
                           documents and do all other reasonable acts and things
                           which Licensor deems necessary or appropriate to make
                           fully effective or to implement the provisions of
                           this Agreement relating to the ownership,
                           registration, maintenance or renewal of the Licensed
                           Marks. For purposes of this Agreement, Licensee and
                           any Sublicensees shall


                                      20
<PAGE>
                           be considered a "related company" under the U.S.
                           Trademark Act, 15 U.S.C. Section 1051 et seq.

                  g.       The parties acknowledge and agree that the
                           protection of the Licensed Marks and the goodwill
                           attached thereto are material provisions of this
                           Agreement.

         7.2      Similar Marks. Licensee agrees not to register in any country
any Mark which resembles or is confusingly similar to the Licensed Marks, or
which dilutes the Licensed Marks, and, except as provided for herein, not to
use the Licensed Marks, or any independently protectible part of any such
Marks, as part of its corporate name (unless otherwise agreed by Licensor), nor
use (except in accordance with Article 8) any Mark which could reasonably be
deemed to be confusingly similar, deceptive or (except in accordance with
Article 8) misleading with respect to the Licensed Marks, or which could
reasonably be deemed to dilute the Licensed Marks. If any application for
registration is, or has been filed in any country by Licensee which relates to
any Mark which, in Licensor's reasonable opinion, is confusingly similar,
deceptive or misleading with respect to the Licensed Marks, or which dilutes
the Licensed Marks, Licensee shall, at Licensor's sole discretion, immediately
abandon any such application or registration or, at Licensor's election, assign
it (free and clear of any liens and encumbrances, and for consideration of
$1.00, the adequacy and sufficiency of which is hereby acknowledged by
Licensor) to Licensor. If Licensee uses any Mark which, in Licensor's
reasonable opinion, is confusingly similar, deceptive or misleading with
respect to the Licensed Marks, or which dilutes the Licensed Marks, or if
Licensee uses the Licensed Marks in connection with any product, or any service
or in any territory not specifically authorized hereunder, Licensee shall,
immediately upon receiving a written request from Licensor, permanently cease
such use.

         7.3      Infringement. In the event that either party learns of any
infringement or threatened infringement of the Licensed Marks, or any unfair
competition, passing-off or dilution with respect to the Licensed Marks (each
such event, an "Infringement"), such party shall promptly notify the other party
or its authorized representative giving particulars thereof, and Licensee shall
provide necessary information and reasonable assistance, at Licensor's expense,
to Licensor or its authorized representatives in the event that Licensor decides
that proceedings should be commenced. Licensor shall have exclusive control of
any litigation, opposition, cancellation or other legal proceedings relating to
an alleged Infringement. The decision whether to bring, maintain or settle any
such proceedings shall be at the exclusive option and expense of Licensor, and
all recoveries shall belong exclusively to Licensor. Licensee shall not take any
action to enforce, protect or defend the Licensed Marks without the prior
written consent of Licensor's General Counsel. Licensee will not initiate any
such litigation, opposition, cancellation or related legal proceedings in its
own name but, at Licensor's request, agrees to be joined as a party in any
action taken by Licensor to enforce its rights in the Licensed Marks; provided
that, Licensor shall reimburse Licensee for all reasonable out-of-pocket costs
and expenses incurred by Licensee, its Affiliates and authorized representatives
(and their respective directors, officers, stockholder, employees and agents) in
connection with their participation in such action. Nothing in this Agreement


                                      21
<PAGE>
shall require, or be deemed to require Licensor to enforce the Licensed Marks
against others. Licensor shall keep all monies derived from litigation or legal
proceeding or from settlement of Infringement.

         7.4      Compliance with Legal Requirements.

                  a.       In the performance of this Agreement, Licensee shall
                           comply in all material respects with all applicable
                           laws and regulations and administrative orders,
                           including those laws and regulations particularly
                           pertaining to the proper use and designation of
                           Marks in the Licensed Territory.

                  b.       Licensee shall duly display those reasonable legal
                           notices as shall be provided by Licensor, such as
                           the symbols (R), "TM" or "SM". In no circumstances
                           shall such notices be altered or omitted without the
                           express prior written consent of Licensor.

                  c.       Should Licensee be or become aware of any applicable
                           laws or regulations which are inconsistent with the
                           provisions of this Agreement, Licensee shall
                           promptly notify Licensor of such inconsistency. In
                           such event, Licensor may, at its option, either
                           waive the performance of such inconsistent
                           provisions, or negotiate with Licensee to make
                           changes in such provisions to comply with applicable
                           laws and regulations, it being understood that the
                           parties intend that any such changes shall preserve
                           to the extent reasonably practicable the parties'
                           respective benefits under this Agreement.

8.       USE OF LICENSED MARKS AND OTHER MARKS

         8.1      Licensee Marks. Licensee shall have the right from time to
time to create and use its own Marks, which may be used together with the
Licensed Marks, in connection with products or services with respect to which
any of the Licensed Marks are used; provided that, said use is in conformance
with the Quality Standards set forth in Article 5; and provided further that,
upon request, Licensor shall have the right to review and approve Licensee's use
of such Marks (which approval shall not be unreasonably withheld). For the
avoidance of doubt, Licensor's approval of such Mark shall not be deemed to be a
statement by Licensor as to the availability or strength of such Mark. Licensee
shall have sole responsibility over the availability and strength of the Mark.
Unless, in the exercise of Licensor's sole discretion acting in good faith,
Licensor shall determine that a Mark that Licensee proposes to use would
disparage, tarnish, dilute or potentially cause confusion with respect to any
Licensed Marks or is not in conformance with Licensor's Quality Standards set
forth in Article 5 or otherwise would have a detrimental effect on the Licensed
Marks, Licensor will approve Licensee's use of such proposed Mark. Licensor
shall approve or disapprove any Marks proposed to be used by Licensee within a
reasonable time of its receipt of a written request for such approval. Licensee
shall not file or prosecute a trademark application to register any Mark which


                                      22
<PAGE>
consists of or incorporates the Licensed Marks or any material element thereof
or any Marks confusingly similar thereto. Under no circumstances shall Licensee
be permitted to join the Licensed Marks with any Licensee Marks so as to form a
new Mark.

         8.2      Modification of Licensed Marks. In the event Licensor
modifies or replaces any of the Licensed Marks as they are used in any portion
of Licensor's business, and if Licensor requests Licensee to adopt and use any
such modified or replaced Licensed Marks, Licensee will adopt and use such
modified or replaced Licensed Marks and, in such event, such modified or
replaced Licensed Marks shall be considered the Licensed Marks contemplated by
this Agreement; provided that, in such event, Licensee shall be granted a
180-day period during which to phase-out its use of the superseded forms of the
Licensed Marks, as applicable, and during such 180-day period Licensee shall
have the right to use its existing inventory of Marketing Materials bearing the
superseded forms of the Licensed Marks, as applicable.

         8.3      Third Party Marks. Licensee shall have the right from time to
time to use Marks owned by third parties ("Third Party Marks") in conjunction
with the Licensed Marks, in connection with products or services with respect
to which Licensed Marks are used; provided that, (i) Licensee obtains consent
from the relevant third party to use such Third Party Marks; and (ii) use of
the Licensed Marks in conjunction with such Third Party Marks shall be in
conformance with the Licensor's Quality Standards set forth in Article 5;
provided that, upon request, Licensor shall have the right to review and
approve Licensee's uses of such Third Party Marks. Under no circumstances shall
Licensee be permitted to join the Licensed Marks with any Third Party Marks so
as to form a new Mark. Notwithstanding the foregoing, Licensee shall be
permitted to use the Road Runner Marks and Copyrights in conjunction with the
Licensed Marks in conformance with the Quality Standards set forth in Article
5.

         8.4      Internet Domain Names.

                  a.       Licensee shall provide to Licensor within ten (10)
                           days after the expiration of each calendar year, a
                           list of all domain names using any of the Licensed
                           Marks or any confusingly similar mark. Any domain
                           name consisting of or incorporating the Licensed
                           Marks or any material element thereof shall be owned
                           and maintained exclusively by Licensor, provided
                           that, Licensee shall be solely responsible for any
                           registration and renewal fees for those domain names
                           used exclusively by, or on behalf of, Licensee.

                  b.       Licensee's web sites that use any of the Licensed
                           Marks or that concern Licensed Services or Portals
                           and Promotional Products in connection with which
                           the Licensed Marks are used shall comply with the
                           Quality Standards set forth in Article 5.


                                      23
<PAGE>
9.       REPRESENTATIONS; LIABILITY AND INDEMNIFICATION

         9.1      Representations and Warranties. Licensor represents and
                  warrants that Licensor has not licensed the use of the
                  Licensed Marks to any third party in connection with the
                  Licensed Services in the Licensed Territory.

         9.2      Indemnification.

                  a.       Licensor shall defend, indemnify and hold Licensee
                           and its Sublicensees and their respective directors,
                           officers, stockholders, employees and agents (the
                           "Licensee Parties") harmless against all claims,
                           suits, proceedings, costs, damages, losses, fees and
                           expenses (including reasonable attorney's fees) and
                           judgments incurred, claimed or sustained by the
                           Licensee Parties arising out of: (i) any third party
                           claims as to the lack of validity or enforceability
                           of (A) the registrations of the Licensed Marks or
                           (B) Licensor's ownership rights in the Licensed
                           Marks; and (ii) any lack of validity or
                           enforceability of this Agreement caused by Licensor.

                  b.       Subject to Licensor's indemnification obligations in
                           Section a. above, Licensee shall defend, indemnify
                           and hold Licensor and its directors, officers,
                           stockholders, employees and agents (the "Licensor
                           Parties") harmless against all claims, suits,
                           proceedings, costs, damages, losses, fees and
                           expenses (including reasonable attorneys' fees) and
                           judgments incurred, claimed or sustained by the
                           Licensor Parties arising out of Licensee's, or any
                           Authorized Dealer's, Reseller's, Value Added
                           Reseller's or Sublicensee's use of the Licensed
                           Marks other than as expressly provided in this
                           Agreement, and shall indemnify the Licensor Parties
                           from any improper or unauthorized use of the
                           Licensed Marks and for any use by Licensee, or any
                           Authorized Dealer, Reseller, Value Added Reseller or
                           Sublicensee of the Licensee Marks. Licensee shall
                           also defend, indemnify and hold the Licensor Parties
                           harmless against all claims, suits, proceedings,
                           costs, damages, losses, fees and expenses (including
                           reasonable attorney's fees) and judgments incurred,
                           claimed or sustained by the Licensor Parties arising
                           out of: (i) any third party claims as to the lack of
                           validity or enforceability of (x) the Licensee Marks
                           or (y) Licensee's ownership rights in the Licensee
                           Marks; and (ii) any lack of validity or
                           enforceability of this Agreement caused by Licensee.

         9.3      Notification and Defense of Claims.

                  a.       Notification of Claims. In the event of the
                           occurrence of an event which Licensee or Licensor
                           (the "Indemnified Party"), as the case may be,
                           asserts constitutes a claim under Section 9.2, the


                                      24
<PAGE>
                           Indemnified Party shall provide prompt notice of
                           such event to Licensor, in the case of Licensee as
                           the Indemnified Party, or to Licensee, in the case
                           of Licensor as the Indemnified Party (the
                           "Indemnifying Party"), and shall otherwise make
                           available to the Indemnifying Party all relevant
                           information which is material to the claim. Failure
                           to give timely notice or to furnish the Indemnifying
                           Party with any relevant data and documents in
                           connection with any claim shall not constitute a
                           defense (in part or in whole) to any claim for
                           indemnification by the Indemnified Party, unless,
                           and only to the extent that, such failure results in
                           any material prejudice to the Indemnifying Party.
                           The Indemnifying Party may elect, at its own
                           expense, to assume exclusive control of the defense
                           of such claim, if the Indemnifying Party gives
                           written notice of its intention to do so no later
                           than thirty (30) days following notice of such claim
                           by the Indemnified Party or such shorter time period
                           as required so that the interests of the Indemnified
                           Party would not be materially prejudiced as a result
                           of the failure to have received such notice;
                           provided that, (i) the Indemnifying Party shall
                           obtain the consent of the Indemnified Party (which
                           consent shall not be unreasonably withheld or
                           delayed) before entering into any settlement,
                           adjustment or compromise of such claims, or ceasing
                           to defend against such claims, if as a result
                           thereof, or pursuant thereto, there would be imposed
                           on the Indemnified Party any material liability or
                           obligation not covered by the indemnity obligations
                           of the Indemnifying Party under this Agreement
                           (including, without limitation, any injunctive
                           relief or other remedy), except with respect to a
                           settlement adjustment or compromise which results
                           solely in a monetary liability and (ii) if the
                           Indemnified Party shall have reasonably concluded
                           that separate counsel is required because a conflict
                           of interest would otherwise exist, the Indemnified
                           Party shall have the right to select separate
                           counsel to participate in the defense of such action
                           on its behalf, at the expense of the Indemnified
                           Party.

                  b.       In the event that Indemnifying Party elects to
                           assume control of the defense of any such claim, the
                           Indemnified Party shall cooperate with the
                           Indemnifying Party in such proceeding and shall
                           execute all papers necessary and desirable and shall
                           testify or provide evidence whenever reasonably
                           requested to do so. The Indemnified Party may elect
                           to join in the defense of such claim and to employ
                           counsel to assist it in connection with the handling
                           of such claim, at the sole expense of the
                           Indemnified Party, provided, however, that no such
                           claim shall be settled, adjusted or compromised, or
                           the defense thereof terminated by the Indemnified
                           Party, without the prior consent of the Indemnifying
                           Party (which consent shall not be reasonably
                           withheld or delayed),


                                      25
<PAGE>
                           and provided, further that no Indemnified Party may
                           settle, compromise or consent to the entry of any
                           judgment in any claim for which indemnification may
                           be sought hereunder unless such settlement,
                           compromise or consent also includes an express,
                           unconditional release of the Indemnifying Party and
                           its directors, officers, stockholders, employees and
                           agents from all liabilities and obligations arising
                           therefrom.

                  c.       In the event that the Indemnifying Party does not
                           notify the Indemnified Party within thirty (30) days
                           that it will assume control of the defense of any
                           such claim for which the Indemnified Party would be
                           entitled to indemnification hereunder, then the
                           Indemnified Party shall have the right to defend
                           such claim at its own expense, and the Indemnifying
                           Party shall cooperate as requested in such defense,
                           at the expense of the Indemnified Party with respect
                           to documented and reasonable out-of-pocket expenses
                           incurred by the Indemnifying Party in the defense of
                           the claim, provided, however, that no such claim
                           shall be settled, adjusted or compromised, or the
                           defense thereof terminated by the Indemnified Party,
                           without the prior consent of the Indemnifying Party
                           (which consent shall not be reasonably withheld or
                           delayed), and provided, further, that no Indemnified
                           Party may settle, compromise or consent to the entry
                           of any judgment in any claim for which
                           indemnification may be sought hereunder unless such
                           settlement, compromise or consent also includes an
                           express, unconditional release of the Indemnifying
                           Party and its directors, officers, stockholders,
                           employees and agents from all liabilities and
                           obligations arising therefrom.

         9.4      Insurance.

                  a.       Licensee shall maintain, at its own expense, in full
                           force and effect at all times during which Licensed
                           Services bearing the Licensed Marks are being sold,
                           with a responsible insurance carrier reasonably
                           acceptable to Licensor, at least a Two Million Five
                           Hundred Thousand Dollar ($2,500,000.00) products
                           liability insurance policy with respect to the
                           Licensed Services offered using the Licensed Marks.
                           This insurance shall be primary to any of Licensor's
                           coverage, shall name Licensor as an insured party,
                           shall be for the benefit of Licensor and Licensee
                           and shall provide for at least ten (10) days' prior
                           notice to Licensor and Licensee of the cancellation
                           or any substantial modification of the policy. This
                           insurance may be obtained by Licensee in conjunction
                           with a policy which covers services and/or products
                           other than the services covered under this
                           Agreement.


                                      26
<PAGE>
                  b.       Licensee shall from time to time, upon reasonable
                           request by Licensor, promptly furnish or cause to be
                           furnished to Licensor, evidence in form and
                           substance satisfactory to Licensor, of the
                           maintenance of the insurance required by this
                           Section 9.4, including without limitation, originals
                           or copies of policies, certificates of insurance
                           (with applicable riders and endorsements) and proof
                           of premium payments.

10.      AGREEMENT PERSONAL

         10.1     Personal to Licensee. In recognition of the unique nature of
the relationship between Licensor and Licensee, the fact that Licensor would
not be willing to enter into an agreement such as this Agreement with any other
party in any other circumstances, and the unique nature of Licensee (including
without limitation, the fact that part of Licensee was once owned by Licensor),
the parties agree that the rights, obligations and benefits of this Agreement
shall be personal to Licensee, and Licensor shall not be required to accept
performance from, or render performance to, an entity other than Licensee.
Pursuant to 11 U.S.C. Section 365(c)(1)(A) (as it may be amended from time to
time, and including any successor to such provision), in the event of the
Bankruptcy of Licensee, this Agreement may not be assigned or assumed by
Licensee (or any Successor) and Licensor shall be excused from rendering
performance to, or accepting performance from, Licensee or any Successor.

         10.2     Licensee Acknowledgment. Licensee acknowledges and agrees
that it understands it may have, or, in the future, may elect to enter into,
agreements with Licensor's Affiliates and that neither the execution or
continuation nor the renewal of any of those agreements will have any effect on
this Agreement and Licensee may choose to contract, or not, with Licensor's
Affiliates as it deems appropriate.

11.      RETENTION OF RIGHTS

         11.1     Except as otherwise expressly provided in this Agreement,
nothing in this Agreement shall be deemed or construed to limit in any way
Licensor's rights in and to the Licensed Marks, including without limitation:

                  a.       All rights of ownership in and to the Licensed
                           Marks, including the right to license or transfer
                           the same.

                  b.       The unimpaired right to use the Licensed Marks in
                           connection with marketing, offering or providing any
                           products or services (except for the particular
                           products and services exclusively licensed under
                           this Agreement, but only to the extent of such
                           license) whether within or without the Licensed
                           Territory.

12.      SPONSORSHIP

         12.1     Licensee shall not use the Licensed Marks to sponsor,
endorse, or claim affiliation with any event, meeting, charitable endeavor or
any other undertaking (each,


                                      27
<PAGE>
an "Event"), or a series of related Events, without the express written
permission of Licensor. Licensor reserves the right to deny permission to any
Event. The Parties acknowledge that an Event shall not include day-to-day
ordinary course meetings and events. In the event that Licensee desires to
sponsor, endorse or claim affiliation with an Event, or a series of related
Events, Licensee shall provide Licensor with at least twenty (20) business days
prior written notice of such Event in reasonable detail. Any breach of this
provision reasonably determined to have a material adverse effect on Licensor
or the Licensed Marks shall be deemed a Significant Breach by Licensee.

13.      CONSENT OF LICENSOR

         13.1     Except where another standard is expressly provided for
herein, whenever reference is made to Licensor's consent or approval in this
Agreement, such consent or approval may be granted or withheld in Licensor's
sole discretion and, if granted, may be done so conditionally or
unconditionally.

14.      NOTICES

         14.1     All notices, requests, demands or other communications
required by, or otherwise with respect to, this Agreement shall be in writing
and shall be deemed to have been duly given to any party when delivered
personally (by courier service or otherwise), against receipt, when delivered
by telecopy and confirmed by return telecopy, or three (3) days after being
mailed by registered first-class mail, postage prepaid and return receipt
requested in each case to the applicable addresses set forth below:

                  If to Licensee:

                                    Time Warner Cable Inc.
                                    290 Harbor Drive
                                    Stamford, Connecticut 06902

                  If to Licensor:

                                    AOL Time Warner Inc.
                                    75 Rockefeller Plaza
                                    New York, NY 10019
                                    Attn:  General Counsel
                                    Fax:    212-258-3172

                  or to such other address as such party shall have designated
                  by notice so given to each other party.

15.      GOVERNMENTAL LICENSES, PERMITS AND APPROVALS

         15.1     Licensee, at its expense, shall be responsible for obtaining
and maintaining all Approvals with respect to this Agreement, and for complying
with any requirements of such Regulatory Authorities for the registration or
recording of this Agreement.


                                      28
<PAGE>
Licensee shall furnish to Licensor written evidence from such Regulatory
Authorities of any such Approvals.

16.      APPLICABLE LAW

         16.1     The construction, performance and interpretation of this
Agreement shall be governed by the U.S. Trademark Act, 15 U.S.C. Section 1051
et seq., and the internal, substantive laws of the State of New York, without
regard to its principles of conflicts of law. Except as otherwise provided
herein, Licensor and Licensee hereby irrevocably submit to the exclusive
jurisdiction of the United States District Court for the Southern District of
New York, or absent subject matter jurisdiction in that court, the state courts
of the State of New York located in New York County for all actions, suits or
proceedings arising in connection with this Agreement.

17.      CONFIDENTIALITY OF INFORMATION AND USE RESTRICTION

         17.1     The Quality Standards and other technical information
furnished to Licensee under this Agreement and other confidential and
proprietary information, know-how and trade secrets of Licensor that are
disclosed or otherwise provided to Licensee in connection with this Agreement,
shall remain the property of Licensor, and shall be returned to Licensor upon
request and upon termination of this Agreement. Unless such information was
previously known to Licensee free of any obligation to keep it confidential, or
has been or is subsequently made public (a) by any person other than Licensee
and Licensor is not attempting to limit further dissemination of such
information, (b) by Licensor, or (c) by Licensee, as required by law (including
securities laws) or to enforce its rights under this Agreement, it shall be
held in confidence, and shall be used only for the purposes of this Agreement.
All confidential and proprietary information, know-how and trade secrets of
Licensee that are disclosed or otherwise provided to Licensor hereunder
(including without limitation, during any Inspection) (collectively, "Licensee
Information") shall remain the property of Licensee and shall be returned to
Licensee upon request and upon termination of this Agreement. Unless such
Licensee Information was previously known to Licensor free of any obligation to
keep it confidential, or has been or is subsequently made public (a) by any
person other than Licensor and Licensee is not attempting to limit further
dissemination of such information, (b) by Licensee, or (c) by Licensor, as
required by law (including securities law) or to enforce its rights under this
Agreement, it shall be held in confidence and shall be used only for purposes
of this Agreement.

18.      MISCELLANEOUS

         18.1     Entire Agreement. The provisions of this Agreement contain
the entire agreement between the parties relating to use by Licensee of the
Licensed Marks, and supersede all prior agreements and understandings relating
to the subject matter hereof. This Agreement shall be interpreted to achieve
the objectives and intent of the parties as set forth in the text and factual
recitals of the Agreement. It is specifically agreed that no evidence of
discussions during the negotiation of the Agreement, or drafts written or
exchanged, may be used in connection with the interpretation or construction of
this


                                      29
<PAGE>
Agreement. No rights are granted to use the Licensed Marks or any other Marks
or Trade Dress except as specifically set forth in this Agreement. In the event
of any conflict between the provisions of this Agreement and provisions in any
other agreement involving Licensee, the provisions of this Agreement shall
prevail.

         18.2     Relationship of the Parties. This Agreement is not a
franchise under federal or state law, does not create a partnership or joint
venture, and shall not be deemed to constitute an assignment of any rights of
Licensor to Licensee. Licensee is an independent contractor, not an agent or
employee of Licensor, and Licensor is not liable for any acts or omissions by
Licensee.

         18.3     Amendments, Waivers. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified except by an instrument in
writing signed by the party against whom enforcement is sought.

         18.4     Assignment. Licensee may not assign, pledge, transfer or
otherwise hypothecate this Agreement or any of its rights or obligations
hereunder, and any purported assignment, pledge, transfer or other
hypothecation, whether by operation of law or otherwise, shall be void and of
no force or effect.

         18.5     Specific Performance. The parties acknowledge that money
damages are not an adequate remedy for violation of this Agreement and that any
party may, in its sole discretion, apply to the court set forth in Article 16
for specific performance, or injunctive, or such other relief as such court may
deem just and proper, in order to enforce this Agreement or prevent any
violation hereof, and to the extent permitted by applicable law, each party
waives any objection to the imposition of such relief.

         18.6     Remedies Cumulative. All rights, powers and remedies provided
under this Agreement, or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise or beginning
of the exercise of any thereof by any party shall not preclude the simultaneous
or later exercise of any other such right, power or remedy by such party.

         18.7     No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement, or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by
such party of its right to exercise any such or other right, power or remedy or
to demand such compliance.

         18.8     Rules of Construction. As used in this Agreement, (1) neutral
pronouns and any derivations thereof shall be deemed to include the feminine
and masculine and all terms used in the singular shall be deemed to include the
plural and vice versa, as the context may require; (2) the words "hereof,"
"herein," "hereunder" and other words of similar import refer to this Agreement
as a whole, including all exhibits and schedules as the same may be amended or
supplemented from time to time, and not to any subdivision of this Agreement;
(3) the word "including" or any variation thereof means "including,


                                      30
<PAGE>
without limitation" and shall not be construed to limit any general statement
that it follows to the specific or similar items or matters immediately
following it; and (4) descriptive headings and titles used in this Agreement
are inserted for convenience of reference only and do not constitute a part of
and shall not be utilized in interpreting this Agreement. This Agreement shall
be fairly interpreted in accordance with its terms and without any strict
construction in favor of or against any party.

         18.9     No Third Party Beneficiaries. This Agreement is not intended
to be for the benefit of and shall not be enforceable by any Person who is not
a party and nothing in this Agreement, express or implied, is intended to or
shall (1) confer on any Person other than the parties and their respective
Successors any rights (including third-party beneficiary rights), remedies,
obligations or liabilities under or by reason of this Agreement or (2)
constitute the parties as partners or as participants in a joint venture. This
Agreement shall not provide third parties with any remedy, claim, liability,
reimbursement, cause of action or other right in excess of those existing
without reference to the terms of this Agreement and no third party shall have
any right, independent of any right that exists irrespective of this Agreement,
to bring any suit at law or equity for any matter governed by or subject to the
provisions of this Agreement.

         18.10    Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies each signed by less than all, but together signed by all the
parties hereto.

                  IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be executed in duplicate originals by its duly authorized
representatives as of the date first stated above.


                                    TIME WARNER INC.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    TIME WARNER CABLE INC.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                      31
<PAGE>
                                                                     Schedule 1


                                    [LOGO]


                                      32
<PAGE>
                                                                     Schedule 2


                            LICENSED ANCILLARY MARKS

<TABLE>
<CAPTION>
 COUNTRY NAME       TRADEMARK NAME         STATUS      CLASS       OWNER     APPLICATION   FILING DATE   REGISTRATION   REG. DATE
                                                                                 NO.                          NO.

<S>              <C>                     <C>           <C>      <C>          <C>           <C>           <C>           <C>
 UNITED STATES   TIME WARNER CUSTOMER    REGISTERED      38     TIME WARNER   75/565400    07-OCT-1998      2348224    09-MAY-2000
  OF AMERICA           CARE PLUS                                   INC.

 UNITED STATES   TW CUSTOMER CARE PLUS   REGISTERED      38     TIME WARNER   75/565405    07-OCT-1998     2,348,225   09-MAY-2000
  OF AMERICA             LOGO                                      INC.

 UNITED STATES     TIME WARNER CABLE     REGISTERED      38     TIME WARNER   75/649136    01-MAR-1999     2,370,458   25-JUL-2000
  OF AMERICA         PAYXPRESS LOGO                                 INC.
</TABLE>


<PAGE>
                                                                     Schedule 3


                            LICENSEE SPECIFIC MARKS

Domain Names

timewarnercable.info
twcable.info
tweasy.info
twcentralflorida.info
twcf.info
twcfast.info
twflorida.info
twcneo.info

And any other domain name incorporating any of the Licensed Marks that was used
in the TWE Broadband Business as of the Closing.


<PAGE>
                                                                      Exhibit A


                             TERMINATION AGREEMENT

                  THIS TERMINATION AGREEMENT (this "Agreement") is made and
entered into as of the ___ day of _____, 2002, by and between TIME WARNER INC.,
a Delaware corporation ("Licensor") and TIME WARNER ENTERTAINMENT COMPANY,
L.P., a Delaware limited partnership ("Licensee").

                                  WITNESSETH:

                  WHEREAS, Licensee has entered into a license agreement, dated
as of June 30, 1992, relating to the use of the TIME WARNER ENTERTAINMENT mark
in connection with filmed entertainment, cable and programming businesses (as
the same may have been further amended or assigned, the "License Agreement");
and

                  WHEREAS, Licensor and Licensee desire that the License
Agreement be cancelled and terminated.

                  NOW, THEREFORE, in consideration of good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto do hereby agree as follows:

                  1.       TERMINATION. The parties hereto hereby cancel and
terminate the License Agreement as of the date hereof. As of the date hereof,
neither party shall have any further rights, obligations or liabilities under
the License Agreement.

                  4.       ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties hereto and no waiver, modification or amendment of
this Agreement shall be valid unless it is in writing and signed by the parties
hereto.

                  5.       BINDING EFFECT; GOVERNING LAW. This Agreement shall
be binding upon and inure to the benefit of all the parties hereto and their
respective heirs, administrators, representatives, executors, successors and
assigns. This Agreement is made and entered into in the State of New York and
shall in all respects be interpreted, enforced and governed under the laws of
the said state.

                  6.       MISCELLANEOUS. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision hereof shall be prohibited by
or invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


<PAGE>
                  7.       COUNTERPARTS. This Agreement may be signed in one or
more counterparts or duplicate signature pages with the same force and effect
as if all required signatures were contained in a single original instrument.

                  IN WITNESS WHEREOF, Licensor and Licensee have executed this
Agreement as of the day and year first set forth above.


                                    LICENSOR:

                                    TIME WARNER INC.



                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    LICENSEE:

                                    TIME WARNER ENTERTAINMENT COMPANY, L.P.



                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:

</TEXT>
</DOCUMENT>
