Recitals

EXHIBIT 10.10

CORPORATE CUSTOMER AGREEMENT

This Corporate Customer Agreement (the "Agreement") is made effective as of
January 31, 2000 (the "Effective Date") by and between PeoplePC Inc., a Delaware
corporation having a place of business at 000 Xxxx Xxxxxx, 00/xx/ Xxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000 ("PeoplePC"), and Delta Air Lines, Inc., a Delaware
corporation having a place of business at 0000 Xxxxx Xxxx., Xxxxxxx, Xxxxxxx
00000 ("Customer"). PeoplePC and Customer are referred to herein collectively as
the "Parties" and each individually as a "Party."

Recitals

A. PeoplePC is engaged in the business of, among other things, providing
corporations with a customized Internet-access offering package (which may
include personal computer hardware and software, Internet access, extended
hardware service, customer support and promotional offers from third-party
merchants) for use by a corporation's employees (the "PeoplePC Corporate Plan").

B. Customer desires to make the PeoplePC Corporate Plan, excluding
connectivity services, which will be obtained by Customer separately, available
to its employees for use in connection with their employment by Customer.

C. PeoplePC and Customer desire to enter into a relationship whereby
Customer can offer the PeoplePC Corporate Plan to Employees as customized as set
forth herein.

Agreement

Article I -- Definitions

As used in this Agreement:

"Affiliate" means any individual, corporation, partnership, association, or
business that directly or indirectly through intermediaries, controls, is
controlled by or is under common control with a party. "Control", for the
purpose of this definition, shall mean an ownership, voting or similar interest
(including any right or option to obtain such an interest) representing at least
50% of the total interests then outstanding of the pertinent entity.

"Connectivity Vendor" shall mean the company that provides Internet
connectivity (including, connectivity to Customer's VPN facility) to Employees
(as defined herein) for use with the Corporate Offering (as defined herein) (the
"Connectivity Services").

"Corporate Offering" shall mean the combination of products and services
for Employees, as described in the Corporate Offering Description set forth in

Exhibit C ("Corporate Offering Description") hereto, as such exhibit shall be
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developed and refined as required by this Agreement and updated from time to
time by written agreement of the Parties. "Corporate Offering Website" means the
website whose home page is currently (as of the Effective Date) located at the
URL "[xxxx://xxxxx.xxxxxxxx.xxx]", as such website may be modified or updated by
PeoplePC from time to time.

"Customer Marks" means the trademarks, service marks, trade names, and
logos of Customer listed in Exhibit A-1 ("Customer Marks"), as such list may be
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updated from time to time by Customer.

"Employee" shall mean an employee of Customer or, as to those Affiliates
mutually agreed to by PeoplePC and Customer from time to time, an employee of
any such Affiliate.

"Employee Service Term" shall have the meaning set forth in Exhibit C.
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"Intellectual Property Rights" means all current and future worldwide
copyrights, trade secrets, patents and other patent rights, utility models,
moral rights, trademarks, trade names, service marks, and all other intellectual
property rights, including all applications and registrations with respect
thereto.

"Launch Date" means the date on which the Corporate Offering and the
Connectivity Services are first made generally available to employees of
Customer.

"Link" means a hypertext link, in a textual or graphical form, from one
website to another website.

"Participating Employee" means an Employee who places an order for products
or services under the Corporate Offering.

"Participating Employee Order" means the specific applicable information
provided to PeoplePC necessary for PeoplePC to process an order for an Employee
under the Corporate Offering, including, employee name, selection of computer
hardware/software packages, optional equipment, delivery address and, if
provided for in the Corporate Offering, credit card information.

"PeoplePC Marks" means the trademarks, service marks, trade names, and
logos of PeoplePC listed in Exhibit A-2, as such list may be updated from time
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to time by PeoplePC.

"Target Dates" means the target dates listed in Exhibit B for completion of
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various aspects of the work to be undertaken by the Parties pursuant to this
Agreement, as such list may be modified and updated from time to time by written
agreement of the Parties.

Article II - Corporate Offering

2.1 Design and Development. The Parties shall use good faith efforts to
design and develop their respective components of the Corporate Offering by the
applicable Target Dates. It is understood and agreed that neither Party can
guarantee the results or success of these efforts, the Target Dates are subject
to change as circumstances warrant, and neither Party will have liability for
any change in the Target Dates, or any failure to complete any portion of this
work by the applicable Target Date, as long as such Party is using good faith,
commercially reasonable efforts to fulfill its responsibilities in performing
this work. This work is expected to include, among other things, (a) the
elaboration of technical specifications and interfaces requires to implement the
Corporate Offering; (b) the interface and coordination with the Connectivity
Vendor; (c) the modification or adaptation of existing infrastructure to support
the Corporate Offering; (d) the development of technical and functional
specifications for such features, based on the specifications for the Corporate
Offering, when completed; and (e) the evaluation and testing of the Corporate
Offering until both Parties are satisfied with its quality and reliability and
suitability for general release. Customer acknowledges that the geographic
availability of the Corporate Offering may be limited by the Connectivity
Vendor. The Parties shall cooperate to plan and coordinate geographic roll-out.

2.2 Marketing and Applications. Customer shall provide promotional
literature to and shall actively solicit the participation of all current
Employees and future Employees in using the products and services available
through the Corporate Offering. Specifically, Customer shall (i) provide each
Non-Participating Employee with literature describing such products and
services, (ii) provide information meetings to all Non-Participating Employees
to explain such products and services and (iii) designate a program liaison to
its Employees and to PeoplePC, who shall be responsible for coordinating all
internal marketing of such products and services at the Customer. PeoplePC shall
provide a dedicated toll-free number and Internet application page for
processing Employee applications for such products and services and shall
cooperate with Customer in the development of descriptive literature,
informational displays and other marketing related marketing collateral (the
"Marketing Materials"). If required by the Corporate Offering, PeoplePC shall
confirm all equipment upgrade requests from employees with Customer prior to
shipment, unless Customer has pre-authorized such requests. During the first
year of the Term, Customer shall spend at least $300,000 on marketing expenses
for the Corporate Offering (including internal marketing expense and marketing
payments to other parties). Six months following the parties' satisfaction of
the contingencies set forth in Sections 2.5(c) and 2.5(d), the parties shall
measure the number of then-current Participating Employees, and Customer shall
be required to spend an additional amount on marketing expenses during the first
year of the Term equal to $20 times the remainder of 60,000 minus the then-
current number of Participating Employees ($20 x (60,000) -- then-current number
of Participating Employees)), up to a maximum additional amount of $450,000.
During each subsequent year during the term, Customer shall be required to spend
a minimum of $10 per non-Participating Employee on marketing expenses, up to a
maximum $200,000.

2.3 Terminating Employees. Customer shall promptly notify PeoplePC when
Participating Employees terminate employment with Customer (a "Terminating
Employee"). The Parties shall cooperate to develop a transition process under
the Corporate Offering for Terminating Employees and Customer shall remain
responsible for payments to PeoplePC related to such Employee through the end of
any applicable Employee Service Term (notwithstanding termination of employment
or this Agreement) until such transition is completed. Customer shall cause the
Connectivity Vendor to terminate Internet Connectivity Services for Terminating
Employees. Customer shall remain responsible for payments to PeoplePC as
described in Exhibit C.
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2.4 Launch Date and Supply Forecast. The Parties shall cooperate to
establish a Launch Date, rollout schedule and rolling-demand forecast for the
Corporate Offering, all of which shall be based on and consistent with the
applicable Target Date and the availability of equipment and services from
third-party vendors (including the Connectivity Vendor).

2.5 Provision of Corporate Offering.

(a) PeoplePC shall make available, manage, and provide the Corporate
Offering to Participating Employees throughout the Term, in substantial
accordance with the terms of this Agreement, Exhibit C, and the Service Level
Agreement, expect for those aspects of the Corporate Offering which the parties
determine to be the responsibility of Customer. PeoplePC will have sole
responsibility for first-line customer support of Participating Employees for
the Corporate Offering and shall host and maintain the operation of the
Corporate Website (excluding any Customer or third-party Links therefrom).

(b) PeoplePC shall be responsible for the management and coordination
of the delivery of the Corporate Offering, including the Connectivity Services.
Notwithstanding the foregoing, or anything to the contrary in the Agreement,
PeoplePC shall not be responsible for performance or non-performance of the
Connectivity Vendor's obligations to Customer.

(c) This Agreement shall be contingent on Customer and the
Connectivity Vendor entering into an agreement for Connectivity Services,
including relevant service level agreements, within thirty (30) days of the
Effective Date (the "Connectivity Agreement"). The Connectivity Agreement
will require the Connectivity Vendor to reasonably cooperate with PeoplePC in
the delivery of the Corporate Offering and in PeoplePC's coordination role.

(d) This Agreement shall be contingent upon a third party agreeing to
make a loan [to PeoplePC] on the basis of the Corporate Offering on terms
similar to the terms that a company with Delta's credit rating could obtain.

2.6 Fees and Payment; Shipment and Delivery

(a) Development Costs. Each party shall be responsible for its
respective costs associated with the design, development and deployment of the
Corporate Offering.

(b) Fees. PeoplePC will send a monthly invoice for (i) the payments
required from Customer for the provision of the Corporate Offering at the rates
set forth in Exhibit D (including, without limitation, Monthly Payment, Shipping
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Charges and Upgrade Fees (unless PeoplePC has directly billed an Employee's
credit card for such amounts) and (ii) all payments then due to the Connectivity
Vendor for the provision of Connectivity Services (the "Connectivity Payment").
Customer shall not make Connectivity Payments directly to the Connectivity
Vendor but shall instead make all such payments to PeoplePC for the account of
the Connectivity Vendor. On receipt from Customer, PeoplePC shall pay to the
Connectivity Vendor all Connectivity Payments, without setoff or reduction for
any reason. Such invoice shall be due and payable thirty (30) days after the
invoice date and, to the extent the invoice remains unpaid after the due date,
it shall accrue a late payment fee of 1.5% per month or the maximum rate allowed
by law, whichever is less.

(c) Shipping. All products shall be shipped to the destination
indicated in the applicable order in accordance the terms of this Agreement.
Terms are EXW PeoplePC's original equipment manufacturer's distribution
facility. PeoplePC shall establish and conform to packaging standards which will
protect shipments in accordance with established industry practices. PeoplePC
shall xxxx shipping containers or packages with the order number, contact
person, and address of the destination and the shipper applicable to a
particular Participating Employee Order. A complete packing list containing
order number, contact person, quantity of product, configuration and
specifications for products, date shipped, and requested destination shall be
enclosed with all shipments.

(d) Title; Risk of Loss. Title to personal computer hardware
products and software media provided by PeoplePC under a Participating Employee
Order shall pass to Customer upon delivery [free of liens, encumbrances, and
claims of any type]. The risk of loss of such products shall remain with
PeoplePC until delivery to Customer, at the address specified in the
Participating Employee Order or other specified destination. As set forth in the
Corporate Offering, Customer or its Employees shall pay all freight and
insurance en route.

2.7 Deliverables and Licenses.

(a) Customer Deliverables. Customer will timely deliver to PeoplePC
those components and information specified in the Corporate Offering for
PeoplePC to develop, operate and maintain the Corporate Offering and to perform
its obligations hereunder (which may include, but not necessarily be limited to,
employee pre-registration information, employee lists, employee list updates and
employee application confirmation) (collectively, the "Customer Deliverables").
PeoplePC will have a non-exclusive, non-transferable, royalty-free, limited
license during the term of this Agreement to use and reproduce the Customer
Deliverables, solely for the purpose of PeoplePC's performing its obligations
hereunder. The Customer Deliverables will be considered Confidential Information
of Customer subject to the provisions of Section 3.2. PeoplePC shall be excused
from performance of its obligations under this Agreement to the extent such
performance is prevented by Customer's failure to provide accurate Customer
Deliverables.

(b) PeoplePC Deliverables. PeoplePC will timely deliver to Customer
those components and information specified in the Corporate Offering for
Customer to perform its obligations hereunder (collectively, the "People PC
Deliverables"). Customer will have a non-exclusive, non-transferable, royalty-
free, limited license during the term of this Agreement to use and reproduce the
PeoplePC Deliverables, solely for the purpose of Customer performing its
obligations hereunder. The PeoplePC Deliverables will be considered Confidential
Information of PeoplePC subject to the provisions of Section 3.2. Customer shall
be excused from performance of its obligations under this Agreement to the
extent such performance is prevented by PeoplePC's failure to provide accurate
Customer Deliverables.

2.8 Warrant. As soon as practicable, but in any event within ten (10)
business days after the Effective Date, PeoplePC shall issue to Customer a
warrant exerciseable for 250,000 shares of PeoplePC Common Stock at an exercise
price per share equal to $12.45 (subject to adjustment, for stock splits, stock
dividends, merger, reclassification and the like). Such warrant shall vest
immediately upon issuance and (i) expire six (6) months after the Closing of the
initial public offering of the Company's common stock (the "IPO"), or three (3)
years after the Effective

Date, whichever occurs first and (ii) contain a cash-less exercise feature if
the warrant is exercised at or after the IPO.

2.9 Revenue-Sharing. PeoplePC shall credit against any payments due from
Customer (i) eighty percent (80%) of the revenue recognized by PeoplePC from
commerce activities from Employees originating from the Corporate Offer of the
Day (as described in Exhibit C) and (ii) twenty percent (20%) of the revenue
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recognized by PeoplePC from Employees' participation in the Corporate Offering
Buyer's Club to the extent such revenue exceeds PeoplePC's expenses attributable
to such club and is fairly allocated to Customer in proportion to PeoplePC's
entire consumer and corporate customer base (including, without limitation,
maintenance, operational, marketing and promotional expenses). For a period of
one year after the Effective Date (with the exception of Company A), should
PeoplePC enter into a revenue-sharing arrangement that is economically more
favorable to any third-party corporate customer at comparable volume levels,
PeoplePC will make such terms available to Customer retroactive to the date such
terms were extended to such third-party corporate customer.

2.10 Management Access. PeoplePC will make its management available to
confer with Customer on other e-business issues as part of their overall
relationship, including discussions with the Chief Executive Officer and the
Director of Online Communications for website operations as Customer may
reasonably request from time to time. PeoplePC will use good faith efforts to
provide introductions of Customer to Softbank portfolio companies as Customer
may reasonably request from time to time.

2.11 Title. All products and services rendered by PeoplePC pursuant to this
agreement shall be deemed to be offered and delivered solely to Customer and
Customer shall be responsible for payment for all products and services of
Employees through the full service term. Customer shall retain title to all
computer hardware products and software media delivered under the Corporate
Offering irrespective of whether these products are shipped directly to an
Employee. Notwithstanding the foregoing, title to, and responsibility for
payment for, peripherals and upgrades will be as set forth in the Corporate
Offering.

2.12 Service Levels. Performance levels relating to the Corporate Offering,
including, but not limited to, those respecting order taking, fulfillment, and
end-user call center support for the Corporate Offering, shall be as mutually
agreed and set forth in a Service Level Agreement that will be incorporated as
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Exhibit G to this Agreement. The Service Level Agreement shall also contain
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mutually-agreeable financial consequences for PeoplePC's failure to achieve
required service levels, once the number of Participating Employees exceeds
40,000. PeoplePC shall support and maintain the Corporate Offering at the
highest of the standard that it uses to support and maintains it general
consumer offering, other corporate offerings at comparable volumes, or the
standards required by this Agreement. PeoplePC shall not be responsible for
support of the Connectivity Vendor or the Connectivity Service, except as
specifically set forth in Exhibit G. The parties shall substantially achieve the
service level targets set forth in Exhibit E, or such other targets that the
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parties agree to from time to time.

Article III - General

3.1 Trademark License.

(a) Customer. Subject to the terms and conditions set forth in this
paragraph, Customer grants to PeoplePC a limited, non-exclusive, non-
transferable license during the term of this Agreement to use the Customer Marks
in connection with the marketing, operation, promotion and administration of the
Corporate Offering. PeoplePC's use of the Customer Marks other than in
accordance with the Customer Trademark Usage Guidelines shall in each instance
be subject to Customer's prior written authorization and approval. In
addition, PeoplePC will comply with Customer's then-current, trademark usage
guidelines or policies that Customer may furnish to PeoplePC in writing from
time to time concerning use of the Customer Marks (the "Customer Trademark Usage
Guidelines"). A copy of such guidelines presently in effect is set forth in

Exhibit E-1 attached hereto. All use of the Customer Marks hereunder will inure
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to the benefit of Customer. Customer has and will retain exclusive ownership of
the Customer Marks, and PeoplePC will not contest or challenge, or do anything
inconsistent with, Customer's exclusive ownership of the Customer Marks.

(b) PeoplePC. Subject to the terms and conditions set forth in this
paragraph, PeoplePC grants to Customer a limited, non-exclusive, non-
transferable license during the term of this Agreement to use the PeoplePC Marks
in connection with the marketing, operation, promotion and administration of the
Corporate Offering. Customer's use of the PeoplePC Marks other than in
accordance with the PeoplePC Trademark Usage Guidelines shall in each instance
be subject to PeoplePC's prior written authorization and approval. In
addition, Customer will comply with PeoplePC's then-current, trademark usage
guidelines or policies that PeoplePC may furnish to Customer in writing from
time to time concerning use of the PeoplePC Marks (the "PeoplePC Trademark Usage
Guidelines"). A copy of such guidelines presently in effect is set forth in

Exhibit E-2 attached hereto. All use of the PeoplePC Marks hereunder will inure
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to the benefit of PeoplePC. PeoplePC has and will retain exclusive ownership of
the PeoplePC Marks, and Customer will not contest or challenge, or do anything
inconsistent with, PeoplePC's exclusive ownership of the PeoplePC Marks.

3.2 Confidentiality

(a) Definition of Confidential Information. For purposes of this
Agreement, "Confidential Information" of a Party means the information and
documents identified in this Agreement as confidential information of such
Party, as well as any and all other information (whether in writing or retained
as mental impressions) that (i) such Party considers to be confidential or
proprietary to its business (including trade secrets, technical information
relating to ongoing research and development, business strategies, marketing
plans, customer lists, and financial data).

(b) General Confidentiality Obligations. Each Party agrees that it
will (i) not disclose the other Party's Confidential Information to any third
party (other than independent contractors as provided below); (ii) use the other
Party's Confidential Information only to the extent necessary to perform its
obligations or exercise its rights under this Agreement; (iii) disclose the
other Party's Confidential Information only to those of its employees and
independent contractors who need to know such information for purposes of this
Agreement and who are bound by confidentiality agreements containing terms no
less restrictive than those in this Section 3.2; and (iv) protect all
Confidential Information of the other Party from

unauthorized use, access, or disclosure in the same manner as it protects its
own confidential information of a similar nature, and in no event with less than
reasonable care.

(c) Exceptions. "Confidential Information" does not include
information the receiving Party can document (i) was in the public domain at
the time it was communicated to the receiving Party by the disclosing Party;
(ii) entered the public domain after it was communicated to the receiving Party
by the disclosing Party through no fault of the receiving Party; (iii) was in
the receiving Party's possession free of any obligation of confidence at the
time it was communicated to the receiving Party by the disclosing Party; or (iv)
was developed by employees or agents of the receiving Party independently of and
without reference to any Confidential Information communicated to the receiving
Party by the disclosing Party. In addition, Section 3.2(b) will not be
construed to prohibit any disclosure that is (A) necessary to establish the
rights of either Party under this Agreement, (B) required by applicable law or
(C) required by a valid court order or subpoena, provided that, in each case,
the Party required to make such disclosure notifies the other Party (whose
Confidential Information is to be disclosed) thereof promptly and in writing and
cooperates with the other Party if the other Party seeks to contest or limit the
scope of such disclosure.

(d) Terms of Agreement. Neither Party will disclose the existence or
any terms of this Agreement to anyone other than its attorneys, accountants, and
other professional advisors, except (i) pursuant to a mutually acceptable press
release or otherwise approved by the other Party in writing; (ii) in connection
with a contemplated change of control of such Party or sale of such Party's
business (provided that any third party to whom the terms of this Agreement are
to be disclosed signs a confidentiality agreement reasonably satisfactory to the
other Party hereto before such disclosure is made); or (iii) as may be required
by law.

3.3 Ownership of Intellectual Property Rights. As between Customer and
PeoplePC, ownership of the Intellectual Property Rights under this Agreement are
as follows.

(a) Customer will retain exclusive ownership of all Intellectual
Property Rights in the Customer Marks, the Customer Deliverables, and any
Customer contributions to the web pages in the Corporate Offering Website (the
"Customer Website Contributions") and any modifications, improvements,
enhancements, and derivatives made to or from any of the foregoing by either
Party in connection with this Agreement ("Customer's Intellectual Property
Rights"). Subject to any restrictions otherwise set forth in this Agreement,
Customer grants to PeoplePC a limited, non-exclusive, non-transferable license
during the term of this Agreement to use Customer's Intellectual Property Rights
in connection with the marketing, operation, promotion and administration of the
Corporate Offering.

(b) PeoplePC will retain exclusive ownership of all Intellectual
Property Rights in the PeoplePC Corporate Program and any generally applicable
aspects of the Corporate Offering, the Corporate Offering Website and the
Marketing Materials and any modifications, improvements, enhancements, and
derivatives made to or from any of the foregoing by either Party in connection
with this Agreement ("PeoplePC's Intellectual Property Rights"). Subject to any
restrictions otherwise set forth in this Agreement, PeoplePC grants to Customer
a limited, non-exclusive, non-transferable license during the term of this
Agreement to use PeoplePC's Intellectual Property Rights in connection with the
marketing, operation, promotion and administration of the Corporate Offering.

(c) Each Party agrees to cooperate with the other Party in executing
and filing any documents and taking any other action necessary or reasonably
requested by the other Party in order to give effect to the foregoing allocation
of Intellectual Property Rights.

3.4 Indemnification

(a) By Customer. Customer will defend, at its own expense, all suits or
actions against PeoplePC brought by third parties, and indemnify and hold
PeoplePC harmless against costs and damages incurred, including reasonable
attorney's fees, based upon claims arising from (A) any use by PeoplePC of
Customer's Intellectual Property Rights in connection with the Corporate
Offering infringes the intellectual property rights of third parties, (B)
PeoplePC's use of the Customer Deliverables as permitted hereunder or (C)
Employee's or Customer's violation of any law, regulation, public policy or end
user agreement as permitted in connection with the Corporate Offering and
Customer will pay all amounts agreed to in a monetary settlement of such claims
and all damages awarded as a final judgment by a court of competent
jurisdiction. PeoplePC shall give Customer prompt written notice of the claim,
give Customer sole control of the defense and settlement of the claim, and
cooperate with Customer, at Customer's reasonable request and expense, in the
defense or settlement of the claim. PeoplePC may, at its own expense,
participate in any such suit or action with counsel of its own choice.

(b) By PeoplePC. PeoplePC will defend, at its own expense, all suits or
actions against Customer brought by third parties, and indemnify and hold
Customer harmless against costs and damages incurred, including reasonable
attorney's fees, based upon claims that (A) any use by Customer of PeoplePC's
Intellectual Property Rights as permitted in connection with the Corporate
Offering infringes the intellectual property rights of third parties, (B)
prohibited use by PeoplePC of the Customer Deliverables or (C) PeoplePC's
violation of any law, regulation, public policy or end user agreement in
connection with the Corporate Offering and PeoplePC will pay all amounts agreed
to in a monetary settlement of such claims and all damages awarded as a final
judgment by a court of competent jurisdiction. Customer shall give PeoplePC
prompt written notice of the claim, give PeoplePC sole control of the defense
and settlement of the claim, and cooperate with PeoplePC, at PeoplePC's
reasonable request and expense, in the defense or settlement of the claim.
Customer may, at its own expense, participate in any such suit or action with
counsel of its own choice.

(c) End-User Agreements. The parties shall work together to define in the
Corporate Offering those aspects of PeoplePC's end-user agreements which will be
applicable to Employees.

3.5 Audit Rights.

(a) Each Party will keep complete and accurate records used to
determine the payments requested from the other Party hereunder or, in the case
of Customer, the amount of and payments by Customer attributed to the Minimum
Annual Marketing Commitment, for a period of at least three (3) years after any
such obligation accrues. During the term of this Agreement and for two (2)
years thereafter, each Party will have the right to have an inspection and audit
of the other Party's relevant books and records (an "Audit") with respect
thereto. The Party requiring an Audit shall be referred to as the Auditing
Party and the party that is the subject of such Audit shall be referred to as
the Audited Party. An Audit shall be conducted by an independent audit
professional chosen by the Auditing Party (subject to the Audited Party's

reasonable acceptance) and paid by the Auditing Party, no more often than once
every twelve (12) months, during regular business hours at the Audited Party's
offices and in a manner that does not unduly interfere with the Audited Party's
business operations. If, in the case of payments between the Parties, an Audit
reveals that the Audited Party has underpaid the amounts owed to the Auditing
Party, the Audited Party will promptly pay to the Auditing Party the amounts
underpaid. If, in the case of payments between the Parties, an Audit reveals
that the Auditing Party has overpaid the amounts owed to the Audited Party, the
Audited Party will promptly reimburse the Auditing Party the amount overpaid.
In either event, but not with respect to Customer's marketing obligations, if
such audit indicates an overpayment by the Auditing Party or an underpayment by
the Audited Party of more than five percent (5%) of the actual amount determined
by such Audit, then the Audited Party shall reimburse the Auditing Party the
reasonable costs of such Audit.

(b) In addition, each Party shall have the right, upon at least seven
(7) days prior written notice, to audit (during regular business hours at the
other Party's offices and in a manner that does not unduly interfere with the
other Party's business operations) at the auditing party's sole expense the
other party's compliance with the confidentiality obligations under this
Agreement, at any time a Party has reasonable and credible evidence of the other
Party's violation of such obligations.

3.6 Taxes. Customer shall be responsible for the payment of any and all
sales, use, customs, excise, value added, ad valorem or other similar tax,
assessment, duty or similar governmental charge or fee chargeable on account of
any amounts from Customer to PeoplePC for the provision of goods, services or
facilities by PeoplePC to Customer pursuant to the Agreement, but excluding any
tax measured by the net or gross income or excess profits, receipts, capital,
franchise, net worth or business privilege of PeoplePC ("Taxes"). In
jurisdictions where PeoplePC is registered to collect sales and use taxes,
PeoplePC shall invoice Customer for applicable sales and use taxes, unless
Customer delivers to PeoplePC a valid exemption certificate prior to the
delivery of subject property. Charges to Customer under this Agreement are
exclusive of Taxes; all such Taxes shall be separately stated on the invoice. If
a claim is made against PeoplePC for Taxes with respect to which Customer is
responsible for payment hereunder, PeoplePC will notify Customer immediately
upon receipt of said notice. If requested by Customer, PeoplePC shall, at
Customer's expense, take such action as Customer may reasonably direct with
respect to such asserted claim or permit Customer to contest in the name of
PeoplePC the validity, applicability or amount of such claim. If all or any part
of any Taxes are refunded or credited, PeoplePC shall repay Customer such part
thereof that were paid by Customer, including any interest received thereon.
Each party shall bear sole responsibility for all taxes, assessments and other
real property-related levies on its owned or leased property. The parties shall
cooperate in good faith to determine accurately each party's tax liability and
to minimize such liability to the extent legally permissible. PeoplePC makes no
representation to Customer as to the tax consequences of the Corporate Offering
to Employees.

3.7 Warranties

(a) Services. PeoplePC warrants that all services it renders under
this Agreement shall be performed in a good and workmanlike and professional
manner, and in conformance with this Agreement, and that all personnel employed
by PeoplePC to perform such

services shall have the appropriate skill to enable them to perform their duties
in a workmanlike manner in accordance with then-current industry standards.

(b) Good Title. PeoplePC warrants that Customer will acquire good
title to the personal computer hardware products and software media distributed
by PeoplePC under a Participating Employee Order, free and clear of all liens
and security interests, as set forth in Section 2.6(d). PeoplePC represents and
warrants that it has the right to distribute to Customer the personal computer
hardware, third-party software, and third-party extended hardware service
contract, as applicable, under a Participating Employee Order.

(c) Product Warranties. PeoplePC warrants that Customer will receive
all manufacturer's end user warranties, as set forth in the Corporate Offering,
for the personal computer hardware products and software titles distributed by
PeoplePC under a Participating Employee Order upon delivery of such products.

(d) Intellectual Property Rights. Each party warrants that it has the
right to grant to the other party the license right granted under this
Agreement to the granting party's intellectual property, including the
party's marks.

(e) Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3.7,
NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER PARTY, EXPRESS OR IMPLIED,
REGARDING SUCH PARTY'S PRODUCTS, SERVICES, DELIVERABLES, OR TECHNOLOGY, AND EACH
PARTY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE FOREGOING. IN
PARTICULAR, AND NOT BY WAY OF LIMITATION, NEITHER PARTY WARRANTS THAT ITS
COMPONENTS OF THE CORPORATE OFFERING WILL OPERATE ERROR-FREE OR WITHOUT
INTERRUPTION.

3.8 Limitation of Liability; Insurance.

(a) Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES,
INCLUDING LOST PROFITS, IN CONNECTION WITH THIS AGREEMENT. NOTWITHSTANDING
ANYTHING CONTAINED HEREIN, EXCEPT FOR PAYMENTS OWED BY CUSTOMER TO PEOPLEPC, THE
TOTAL, CUMULATIVE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY AND ALL
CLAIMS AND CAUSES OF ACTION ARISING FROM OR RELATING TO THIS AGREEMENT UNDER ANY
THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT, OR OTHERWISE, WILL NOT EXCEED
TEN MILLION DOLLARS ($10,000,000); PROVIDED HOWEVER, THAT THE FOREGOING
LIMITATIONS OF LIABILITY SHALL NOT APPLY IN THE EVENT OF: CLAIMS FOR BODILY
INJURY (INCLUDING LOSS OF LIFE) OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL
PROPERTY TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER
PARTY; EITHER PARTY'S INDEMNIFICATION OBLIGATIONS AS TO THIRD PARTIES UNDER
SECTION 3.4 OF THIS AGREEMENT; OR BREACH BY EITHER PARTY OF THE CONFIDENTIALITY
OBLIGATIONS SET FORTH IN THIS AGREEMENT.

(b) Insurance. PeoplePC shall maintain throughout the term of this
Agreement: workers' compensation insurance with statutory limits and employer's
liability

insurance in an amount not less than $500,000; Comprehensive General Liability
insurance with a combined single limit for bodily injury and property damage of
not less than $5,000,000 per occurrence. All insurance policies shall be
primary, without contribution from any other insurance carried by the Customer.
All policies shall provide for contractual liability and shall include a
standard cross-liability clause or endorsement. Upon Customer's request,
PeoplePC shall provide Customer with a certificate evidencing this coverage,
naming the Customer as an additional insured (except for workers' compensation)
and providing not less than thirty (30) days prior written notice of
cancellation, termination or material change. PeoplePC's liability under this
Agreement shall not be limited by the amount or type of insurance required under
this paragraph.

3.9 Term and Termination.

(a) The term of this Agreement will begin as of the Effective Date
and will continue for a period ending three (3) years after the Launch Date (the
"Term"). If PeoplePC chooses not to renew the Agreement at the end of the Term,
the Term shall be extended to the extent necessary to allow the completion of
all outstanding Employee Service Terms existing on the date they would otherwise
expire and the parties shall continue to comply with their obligations hereunder
until all Employee Service Terms have been completed, provided that Section 2.2
shall not apply during the extension period. If Customer chooses not to renew
the Agreement at the end of the Term, Customer shall have the option to: (a) pay
to PeoplePC the present value of all Monthly Payment obligations remaining as of
the expiration of the Term; or (b) extend the Term of the Agreement to the
extent necessary to allow the completion of all outstanding Employee Service
Terms existing on the date it would otherwise expire and the parties shall
continue to comply with their obligations hereunder until all Employee Service
Terms have been completed, provided that Section 2.2 shall not apply during the
extension period.

(b) Each Party will have the right to terminate this Agreement upon
written notice to the other Party if (i) the other Party has committed a
material breach of this Agreement, (ii) the other Party has not cured such
breach within thirty (30) days after receipt of written notice of such breach
from the other Party, and (iii) such breach remains uncured as of the effective
date of termination.

(c) Upon termination of this Agreement for any reason and upon
Customer's request, PeoplePC may convert any Participating Employees to general
PeoplePC members and any subsequent payments for service shall be made directly
by such users to PeoplePC. Customer shall have no liability with respect to
such converted users that accrues after the date of such conversion.

(d) Upon termination of this Agreement for any reason (i) each Party
will promptly return all Confidential Information of the other Party, (ii)
Customer will pay all outstanding amounts owed to PeoplePC under this Agreement
within forty-five (45) days after the effective date of such termination,
subject to any right of setoff and (iii) the following provisions will
nonetheless remain in effect: Article I ("Definitions"), all of Article III
("General") (exception Section 3.1) and the payment obligations of Customer
under Section 2.6 with respect to any remaining portions of any Employee Service
Terms.

3.10 Relationship of Parties. Nothing in this Agreement will be construed
as creating any agency, partnership, or other form of joint enterprise between
the Parties. Neither Party will

have the authority to act or create any binding obligation on behalf of the
other Party, and neither Party will represent to any third party that it has the
authority to act or create any binding obligation on behalf of the other Party.
Nothing in this Agreement shall be construed to create an exclusive relationship
between the parties or prevent either party from entering into agreements or
providing or participating in programs, on similar or dissimilar terms, with any
other party.

3.11 Notices. All notices, consents, waivers, and other communications
intended to have legal effect under this Agreement must be in writing, must be
delivered to the other Party at the address set forth at the top of this
Agreement, attention: Chief Financial Officer, by personal delivery, certified
mail (postage pre-paid), or a nationally recognized overnight courier, and will
be effective upon receipt (or when delivery is refused). Each Party may change
its address for receipt of notices by giving notice of the new address to the
other Party.

3.12 Governing Law. This Agreement will be governed by and interpreted in
accordance with the laws of the State of California as such laws apply to
contracts made between California residents to be performed entirely within
California. The United Nations Convention for the Sale of International Goods
will not apply to this Agreement.

3.13 Injunctive Relief. It is understood and agreed that, notwithstanding
any other provision of this Agreement, any breach of Section 3.2 by either Party
will cause irreparable damage for which recovery of money damages would be
inadequate, and that the non-breaching Party will therefore be entitled to seek
timely injunctive relief to protect such Party's rights under this Agreement in
addition to any and all remedies available at law.

3.14 Waiver. The failure of either Party to require performance by the
other Party of any provision of this Agreement will not affect the full right to
require such performance at any time thereafter; nor will the waiver by either
Party of a breach of any provision of this Agreement be taken or held to be a
waiver of the provision itself.

3.15 Severability. If any provision of this Agreement is unenforceable or
invalid under any applicable law or is so held by applicable court decision,
such unenforceability or invalidity will not render this Agreement unenforceable
or invalid as a whole, and such provision will be changed and interpreted so as
to best accomplish the objectives of such unenforceable or invalid provision
within the limits of applicable law or applicable court decisions.

3.16 Assignment. Neither this Agreement nor any rights or obligations of
either Party under this Agreement may be assigned in whole or in part without
the prior written consent of the other Party except in connection with a merger
or sale of all or substantially all of the business or assets of the assigning
Party. Any attempted assignment in violation of the preceding sentence will be
void. This Agreement will bind and inure to the benefit of the respective
successors and permitted assigns of the Parties. Notwithstanding the foregoing,
nothing shall preclude either party from sub-contracting or out-sourcing any of
its obligations hereunder; provided, however that such sub-contracting or out-
sourcing shall not relieve the party sub-contracting or out-sourcing from any of
its obligations under this Agreement.

3.17 Force Majeure. Neither Party will be liable for any failure to
fulfill its obligations hereunder due to acts or omissions of government or
military authority, acts of God, general shortages of materials and general
transportation delays that could not have been avoided through alternative
sources of supply or transport, earthquakes, fires, general power and
communications network failures, floods, labor disturbances (other than those by
PeoplePC's own employees or those of its contractors), riots, or wars, or other
similar causes beyond the

reasonable control of a party and not the fault of a party or the fault of those
for whom a party is responsible.

3.18 Full Power. Each Party represents that it has full power to enter
into and perform this Agreement, and the person signing this Agreement on such
Party's behalf has been duly authorized and empowered to enter into this
Agreement.

3.19 Construction. The section headings appearing in this Agreement are
inserted only as a matter of convenience and in no way define, limit, construe,
or describe the scope or extent of such section or in any way affect this
Agreement. Unless otherwise expressly stated, when used in this Agreement the
word "including" means "including but not limited to."

3.20 Entire Agreement and Amendment. This Agreement together with the
Exhibits completely and exclusively states the agreement of the Parties
regarding its subject matter. It supersedes, and its terms govern, all prior
understandings, agreements, or other communications between the Parties, oral or
written, regarding such subject matter. This Agreement may be executed in
counterparts (each of which will be deemed an original and all of which will be
deemed to be one instrument) and may be amended only in a document signed by
both Parties.

3.21 Publicity. Neither party shall publish or use the other party's or
---------
such party's Affiliates' names, or its or their trademarks or product names in
any advertising, sales promotion (other than customer lists) or publicity matter
without the other's prior written approval.

3.22 Export Control. PeoplePC agrees to comply with all export control
--------------
regulations in respect of shipment of products by PeoplePC to Customer outside
the United States. Customer will reimburse PeoplePC for all reasonable fees
incurred by PeoplePC as a result of PeoplePC's compliance with the export
control regulations on Customer's behalf and at Customer's request.

3.23 Supplier Performance. PeoplePC will participate in Customer's
Supplier Performance Program (the "Program") which monitors, evaluates and
scores suppliers in accordance with Program objectives. Should any part of the
Program conflict with the terms of this Agreement, this Agreement shall prevail.
Nothing in the Program shall be construed to affect either party's rights or
obligations under this Agreement.

3.24 Supplier Diversity. To the extent applicable, PeoplePC agrees to
include the provisions under FAR 52.219-8, "Utilization of a Small Business
Concerns and Small Disadvantaged Business Concerns," (if applicable) in all
subcontracts that offer further subcontracting opportunities. All
subcontractors, except small business concerns, that receive contracts in excess
of $500,000 ($1,000,000 for construction) must adopt and comply with a plan
similar to the plan required by FAR 52.219-9, "Small Business and Disadvantaged
Business Subcontracting Plan." (FAR 19.704 (a) (4)). For the purposes of this
Agreement and clause, PeoplePC shall not be deemed to be a subcontractor.

3.25 Disputes. The parties agree that all disputes arising out of or
relating to this Agreement shall be resolved in accordance with the Dispute
Resolution Procedures set forth in Exhibit F to this Agreement.
---------

In Witness Whereof, the Parties have executed this Corporate Customer
Agreement as of the Effective Date.

CUSTOMER: PEOPLEPC:

DELTA AIR LINES, INC. PEOPLEPC INC.

By: /s/ M. Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxx

Name: M. Xxxxxxx Xxxxx Name: Xxxx Xxxxx

Title: Vice President and Treasurer Title: President

Exhibit A-1

Customer Marks

[to be provided by Customer]

Exhibit A-2

PeoplePC Marks

[to be provided by PeoplePC]

Exhibit B

Target Dates

[to be mutually determined]

Exhibit C

Corporate Offering Description

Delta Air Lines, Inc.

EMPLOYEE PACKAGES AND PRICING:

Package A. PC+ISP (excluding connectivity)

Personal Computer Options (Minimum Specifications):

Table 1:

--------------------------------------------------------------------------------
PC Option 1 (Desktop) (2): PC Option 3 (Laptop):
--------------------------------------------------------------------------------

Monthly Payment: $16.35 Monthly Payment: $[tbd]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OEM - Toshiba Toshiba Model #PS210U-T2CW8
366 MHz Celeron Satellite 2100CDT
64 MB Memory (1) AMD
6 GB Hard Drive 64 MB Memory
Keyboard 4.3 GB HD
Mouse 12.1 TFT
1.44 MB floppy drive 24x CD-ROM
40x CD-ROM 56k modem
15" monitor (diagonal)
Speakers
56k modem
Tower Cabinet
--------------------------------------------------------------------------------

(1) 8 MB Video Ram shared from DRAM Memory

(2) PeoplePC will also develop a desktop product specification for another
major vendor OEM personal computer package with competitive pricing and shall
deliver a supplement to this Exhibit A containing the specification and pricing
of such package to Customer prior to the Launch Date. Such supplement shall be
deemed to be incorporated into this Exhibit A. Customer and PeoplePC will work
together to modify the specifications and pricing levels of other personal
computer options to be included in the Corporate Offering from time to time as
appropriate.

Standard Software and Hardware Support for Package A Systems:

Standard Software Service and Support
------------------------------------------------------------------------------------------

Windows 98 On-site parts and labor extended service warranty
Quicken against hardware defects for the System Service Term
MS Works
Norton Antivirus
Net2PhoneInternet telephony
Connected data backup
Windows Media Player
------------------------------------------------------------------------------------------

During the provisioning process PeoplePC will include MS Office as an upgrade
option at Employee's expense for Delta's current rate with Microsoft.

Package A does not include Connectivity Services, which shall be obtained by
Customer at Customer's additional expense.

Hardware Upgrades for Package A Systems:

Employees can request peripheral upgrades through the Corporate Offering
application process as follows:
a. Upgrade from 15" monitor to 17" monitor (diagonal measure) for an
Upgrade Fee of $99
b. Add Epson color printer (Model __________) for an Upgrade Fee of $99

Package B. ISP-only (excluding connectivity)

For Employees that already have suitable computers, PeoplePC will provide a co-
branded ISP-only version of the Corporate Service (not including connectivity).
PeoplePC will provide the General Employee Services without a Personal Computer
for a Monthly Payment of $0.00. Package B does not include the Connectivity
Services, which shall be obtained by Customer at Customer's additional expense.

a. Pricing:

The Monthly Payment amounts set forth in this Exhibit A are the current amounts
PeoplePC expects to charge. These amounts are subject to adjustment to reflect
changes in PeoplePC's financing costs directly attributable to hardware and
software provided in connection with the Corporate Offering, which changes are
more than 100 basis points from the rate that a company with Delta's credit
rating could obtain as of the Effective Date; provided, however, that the
Monthly Payment respecting any Employee order shall not change during the
applicable Employee Service Term.

Customer shall be obligated to pay a Monthly Payment corresponding to each
Package A or Package B ordered for each month in the thirty-six (36) period
commencing on the date the order is processed by PeoplePC (the "Employee Service
Term"). The Monthly Payment obligation shall accrue at the beginning of each
month in such period. PeoplePC will provide the hardware and extended hardware
warranty packages per Package A system for the respective Employee Service Term.
PeoplePC will provide the General Employee Services for each Package A or
Package B system for the respective Employee Service Term.

The Monthly Payment does not include charges for Connectivity Services. Charges
from Connectivity Services are additional and will be borne directly by Delta
but shall be paid to the Connectivity Provider through PeoplePC.

PeoplePC's standard Shipping Charge for a Package A system is $48 in the 48-
contiguous United States. Additional shipping charges related to the geographic
distribution of Delta's employees may also apply. The Parties will cooperate to
attempt to lower shipping costs.

GENERAL EMPLOYEE SERVICES:

Customer Support:

PeoplePC will operate a 24 x 7 support desk for its general membership (except
issues related to VPN or second level of support for connectivity issues) which
Employees can access through a toll-free (48 states) telephone number provided
by PeoplePC. This call center processes support inquires for hardware (currently
provided both by Xxxxx International and OEM partners), software, registration,
Internet connectivity, and other membership-related issues.

PeoplePC will also provide a dedicated Delta support cell to respond to Delta
employee inquiries. PeoplePC will support "warm transfers" to forward calls
regarding (i) the Delta VPN directly to the Connectivity Vendor subject to
agreement with the Connectivity Vendor and (ii) other Employee inquires to
appropriate Delta departments.

E-mail Service:

PeoplePC's e-mail service for each Employee will include at a minimum:
. 2 e-mail addresses
. 5 MB storage space per mailbox
. 10 MB web hosting space
. Website building tools through Trellix

CORPORATE CUSTOMIZATIONS:

a. Placement of two Delta icons on the computer system Employee
desktop: Delta intranet (VPN) and Delta website (or other
destination of Delta's choosing). When one of these icons is
clicked, the user will be dialed into the appropriate network and
connected to the designated destination.

b. Permanent presence on the Welcome Page that launches whenever a
customer dials into the Internet. This will include a Delta
content module linking to designated Delta content (e.g.
benefits, company news, etc.) as well as one "offer of the day"
banner on the lower right of the Welcome Page (the "Corporate
Offer of the Day") for promotion of unique offers for Delta
employees. Control of this banner will be solely at the
discretion of Delta. PeoplePC will maintain control of an
additional "offer of the day" banner and will promote offers to
Delta employees. Delta will have the right of refusal for
placement of specific offers, such as those made by competitors,
from being promoted by PeoplePC to Delta employees.

c. Placement of a Delta button on the Welcome Page that when clicked
takes the user directly to the Delta website

e. A dedicated keyboard button that links directly to the Delta
intranet. Delta recognizes that while PeoplePC shall use good
faith efforts to load the keyboard button onto the Computers,
conditions exist outside PeoplePC control, which may delay the
loading of the keyboard button.

f. Placement of a Delta button on the top of the co-branded
Microsoft/PeoplePC Internet browser that when clicked will link
the user to the Deltaweb site

g. A co-branded Delta/My Yahoo! page as the default page for the
Internet browser. This default page will include a Delta content
module in the page's top center section with relevant content
links.

h. Access to general benefits provided by the PeoplePC Buyer's Club.
Delta may exclude any merchants from display in Corporate
Offering.

Ongoing services provided as part of the Corporate Offering. PeoplePC will
provide the following services to Delta at no additional charge.

. Web and call-center based order provisioning

. Oversight of ordering and individual order fulfillment to Delta
employees (e.g. individual ship-to's)

. A PeoplePC startup guide and Welcome Packet to assist in
installation

. Consolidated monthly billing to Delta

Incremental services provided as part of the Corporate Offering. PeoplePC
will provide the following services to Delta at no additional charge.

. Customization of various "real estate" throughout the consumer
experience, including: Desktop, Welcome Page, Browser, Default
Home Page, Keyboard

. Pre-loading of the software for customized software for the
Corporate Program on computer systems

. Incremental account management resources dedicated to this
program to manage implementation and provide overall program
management

. Dedicated PeoplePC call center personnel to process Delta support
inquiries.

Exhibit D

Corporate Offering Pricing

See Exhibit C

Exhibit E-1

Customer Trademark Guidelines

[to be provided by Customer]

Exhibit E-2

PeoplePC Trademark Guidelines

[to be provided by PeoplePC]

Exhibit F

Call Center Support Targets

Call center:
Call abandonment rate not in excess of 4%
80% of calls answered within 20 sec or less
24x7 coverage, 365 days/year
e-mail response within 24 hours
98% of approved orders to ship within
three business days of approval

Exhibit F

Dispute Resolution Process
--------------------------

1. The parties agree, either with respect to the interpretation of any
provision of this Agreement, or with respect to the performance by PeoplePC or
by Customer hereunder, to resolve any such dispute by the procedure as specified
in this Exhibit. Upon the written request of either party, each of the parties
will appoint a designated representative who does not devote substantially all
of his or her time to performance under this Agreement, whose task it will be to
meet for the purpose of endeavoring to resolve such dispute. Such
representatives shall discuss the problem and negotiate in good faith in an
effort to resolve the dispute without the necessity of any formal proceeding
relating thereto.

2. If the designated representatives do not resolve the dispute within five
(5) days after the date of the other party's receipt of a request to appoint a
designated representative as described in Section, then the dispute shall be
escalated to an Officer (Vice President or higher) of Customer and an Officer
(Vice President or higher) of PeoplePC, for their review and resolution within
five (5) days after the initial receipt of the request to appoint a designated
representative. If the dispute is not resolved by the parties' designated
Officers with five (5) days, then the matter shall be referred to Customer's
C.F.O. and PeoplePC's C.E.O., within ten (10) days, for a final resolution (or
final attempt at resolution) prior to the parties initiating formal proceedings.

3. Notwithstanding anything to the contrary in this Section, at the end of
such ten (10) day period, if the Officer of PeoplePC and Officer of Customer
described in this Section, mutually agree, they shall have the authority to stay
the time periods set forth in this Section. If Customer's C.F.O. and PeoplePC's
C.E.O. cannot reach a mutually agreeable resolution of the dispute, then either
party may resort to litigation.

4. Unless the Service Agreement with respect to which the dispute has arisen
has expired in accordance with its provisions or is terminated pursuant to the
Agreement, the parties agree to continue performing their respective obligations
under this Agreement and the applicable Service Level Agreement while the
dispute is being resolved [PeoplePC to review all SLA provisions]

Exhibit G

Service Level Agreement

[to be attached upon completion]

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