THE IMAGINATION NETWORK SERVICES AGREEMENT

The ImagiNation Network ("ImagiNation")is the owner of The ImagiNation
Network service ("Service").  The Service is an interactive
communication and entertainment service, used by connecting your
receiving and transmitting equipment (normally a personal computer with
a modem connected to your telephone line) to ImagiNation's network of
telecommunications and computer facilities.

By completing enrollment and accepting all of the terms of this
Agreement, you become an authorized user of the Service (a "Member").
Continued acceptance of this Agreement is a condition of membership.  If
you do not wish to be bound by this Agreement, please do not enroll.
ImagiNation may change this Agreement at any time.  Changes are
effective upon notice to Members, except for changes in fees and
charges, which become effective thirty (30) days after notice to
members.  ImagiNation may at any time without notice or liability,
change or eliminate any Service content, or restrict the use of any
portion of the Service, or the use of the Service by any Member,
regardless of whether a multiple month membership has been purchased or
an advance payment of the monthly Service fee has been made.

Member Responsibilities; ImagiNation Software License

As a Member of the Service, you are responsible for complying with all
terms and conditions of this Agreement, and with all policies and
guidelines posted on the Service.  You are personally responsible for
all use of the Service under your ID, even if you allow someone else to
use your account.  Illegal, fraudulent or abusive use of any ID or the
Service is grounds for termination of membership, and may be referred to
law enforcement authorities.  Enrolling under a name other than your own
is prohibited.

You certify that all information that you provide to the Service upon
enrollment, including your address, any credit, debit or charge card
numbers and expiration dates is correct.  You further agree to keep all
such information stored on the Service up to date and accurate.

You agree to promptly inform ImagiNation if you suspect any breach of
security, such as loss, theft, or unauthorized disclosure or use of your
ID, or any credit, debit or charge card number stored on the Service.

The Service is provided for your personal use only.  Unless you have
ImagiNation's express written consent, you may not resell it, or
otherwise commercially exploit it, or assign or transfer your membership
to anyone else.

You have overall responsibility for your membership, which includes the
proper use of the Service by anyone you allow to use your account.  You
are also responsible for all fees and charges incurred by users of your
account, including any minors.  A minor may not hold membership in
his/her name.  ImagiNation may terminate, without notice, any membership
where the Member is a minor.

All ImagiNation software provided to you, and each revised version
thereof, is licensed to you by ImagiNation only for use in connecting to
the Service, and you may use or copy it only as instructed by
ImagiNation.  Use or copying for any other purpose is prohibited and is
a breach of this Agreement.  The ImagiNation software remains the
property of ImagiNation or its licensers at all times, and ImagiNation
may make changes to the number and/or content of the software at any
time.  You accept the terms of this license by using the ImagiNation
software.  This license will terminate upon termination of your
membership.

ImagiNation is not responsible in any way for any computer programs or
devices not provided by ImagiNation which are intended for use in
connection with the Service and/or the ImagiNation software, regardless
of whether or not such computer programs or devices have been
recommended or endorsed by ImagiNation.

Fees and Payment

The Member is responsible for paying all fees and charges associated
with use of the Service.  ImagiNation reserves the right to change the
amount of, or basis for determining, any fee or charge, and to institute
new fees or charges, effective upon thirty (30) days notice to Members.

All fees or charges that are additional to the monthly Service fee
(including fees or charges for using certain features, functions or
modem speeds) apply, and may be imposed or changed regardless of whether
a multiple month membership has been purchased or an advance payment of
the monthly Service fee has been made.

ImagiNation reserves the right to suspend your access to the Service
immediately without notice, upon rejection of any credit card charges,
non-payment by Member's bank or credit union of authorized charges, or
any other indication of credit problems.  A $10.00 FEE WILL BE ADDED TO
YOUR MONTHLY INVOICE FOR ANY MONTH IMAGINATION IS UNABLE TO COLLECT THE
FULL AMOUNT OF YOUR ACCOUNT BALANCE. IN THE EVENT THAT SUCH FEE EXCEEDS
THE MAXIMUM ALLOWABLE BY APPLICABLE LAW, SUCH FEE SHALL BE REDUCED TO
SUCH MAXIMUM. MEMBER SHALL BE RESPONSIBLE FOR ALL COLLECTION FEES AND
EXPENSES, INCLUDING ATTORNEY'S FEES, INCURRED BY IMAGINATION IN
CONNECTION WITH THE COLLECTION OF ANY CHARGES AND FEES ASSOCIATED WITH
USE OF THE SERVICE.

Termination of Membership

Either the Member or ImagiNation may terminate the membership at any
time and without cause.  The only right with respect to dissatisfaction
with any policies, guidelines or practices of ImagiNation in operating
the Service, any change in Service content, changes to this Agreement,
or any change in the amount or type of fees and charges associated with
the Service, is for the Member to terminate the membership by
telephoning ImagiNation Member Services at 1-800-IMAGIN-1.

ImagiNation may terminate the membership or suspend any individual
Member's access to all or any part of the Service, without notice, for
conduct that ImagiNation believes is a violation of this Agreement or
any behavior policies or guidelines or for other conduct that
ImagiNation believes harmful to other Members, to the Service, or the
business interests of ImagiNation.

After termination of a membership by either the Member or ImagiNation,
ImagiNation will refund any unused portion of prepaid fees or charges
(excluding fees for extra usage) after satisfying any outstanding
balances owed ImagiNation.

Termination or suspension by ImagiNation of service to a Member also
constitutes termination or suspension (as applicable) of that Member's
license to use the ImagiNation software.

Use of the Service

You are responsible for providing all equipment, devices and software
(other than the ImagiNation software) necessary to receive the Service.
ImagiNation will provide telephone numbers to connect to the Service,
which for most Members will include a local number.  You are responsible
for selecting the best number for you, and for all telephone fees and
charges associated with the use of the telephone number you select.  If
you have any question about which telephone number is best for you,
check with your local phone company.

Use of the Service, and of specific telephone numbers, is subject to
interruptions at ImagiNation's discretion or beyond ImagiNation's
control.  Unauthorized access to the Service or to the
telecommunications or computer facilities used to deliver the Service is
a breach of this Agreement and a violation of law.

The Service lets you share information with other Members.  You agree
not to use the Service to send, or submit for public posting, any
abusive, obscene, profane, sexually explicit, threatening, or illegal
material, or material containing blatant expressions of bigotry, racism
or hate.  ImagiNation reserves the right (but is not obligated) to
review and edit any material placed on the Service, excluding private
electronic messages.  ImagiNation may remove from the Service any
material that ImagiNation believes violates this Agreement or any
ImagiNation policies or guidelines with respect to acceptable behavior
on the Service by Members.

You agree not to engage in advertising to, or solicitation of, other
Members through the Service to buy or sell any products or services.

Copyright

All content contained on the Service is copyrighted.  You may not
reproduce, or redistribute such material, in whole or in part, in any
manner without the prior consent of the copyright owner, unless
specifically permitted by the Service.

LIMITED WARRANTY AND LIMITATIONS OF LIABILITY

IMAGINATION WARRANTS THAT, IF A MEMBER IS DISSATISFIED WITH THE SERVICE
OR ANY FEATURE PROVIDED IN OR THROUGH THE SERVICE, UPON NOTICE FROM THE
MEMBER, IMAGINATION WILL TERMINATE THE MEMBERSHIP AND, UPON REQUEST,
REFUND THE UNUSED PORTION OF ANY PREPAID FEES, LESS ANY BALANCE
OTHERWISE DUE IMAGINATION. OTHER THAN THE FOREGOING, NO WARRANTY IS MADE
BY IMAGINATION REGARDING THE SERVICE OR ANY INFORMATION, SERVICES OR
PRODUCTS PROVIDED IN CONNECTION WITH THE SERVICE, INCLUDING WITHOUT
LIMITATION THE IMAGINATION SOFTWARE LICENSED HEREUNDER, AND IMAGINATION
HEREBY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:
(1) ANY WARRANTIES AS TO THE CONTENT OF INFORMATION, PRODUCTS, OR
SERVICES; AND (2) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

IN NO EVENT WILL IMAGINATION BE LIABLE (i) TO YOU FOR ANY INCIDENTAL,
CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
PROGRAMS OR INFORMATION STORED ON THE DISK, AND THE LIKE) ARISING OUT OF
THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY SOFTWARE OR SERVICES
CONTAINED THEREIN, EVEN IF IMAGINATION OR ITS AUTHORIZED REPRESENTATIVES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) FOR ANY
CLAIM BY ANY OTHER PARTY.

IMAGINATION'S, INCLUDING ITS AGENTS' OR CONTRACTORS', LIABILITY FOR
ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF
THE ACTION, WILL BE STRICTLY LIMITED TO THE AMOUNT PAID TO IMAGINATION
BY OR ON BEHALF OF THE MEMBER FOR SERVICE MEMBERSHIP FEES (EXCLUDING
FEES FOR EXTRA USAGE) IN THE 12 MONTHS PRIOR TO THE CLAIMED INJURY OR
DAMAGE.

IMAGINATION ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY PHONE CHARGES
INCLUDING, BUT NOT LIMITED TO, LONG DISTANCE CHARGES PER MINUTE
SURCHARGE AND/OR EQUIPMENT OR LINE COSTS, INCURRED BY MEMBER WHILE
ACCESSING THE SERVICE.  ANY DISPUTES OR PROBLEMS REGARDING PHONE SERVICE
ARE STRICTLY BETWEEN THE MEMBER AND HIS OR HER LOCAL PHONE COMPANY
AND/OR LONG DISTANCE SERVICE PROVIDER.

MISCELLANEOUS

This Agreement, and ImagiNation written policies and guidelines, which
you accept by enrolling in the Service, contains the entire agreement
between you and ImagiNation regarding use of the Service and the
ImagiNation software, and may be amended at any time by ImagiNation.
The provisions of this Agreement will continue in effect even after
termination of your membership.  This Agreement will be governed by and
interpreted under the laws of the State of California.  You can reach
ImagiNation Member Services for further information and assistance by
calling 1-800-IMAGIN-1.




