Contract

EXHIBIT 10.13.2

23 January 2004

Xxxxxxx Xxxxxx

Director Network Services

MSNTV Network, Inc.

0000 Xx Xxxxxxx

Xxxxxxxx Xxxx, Xxxxxxxxxx 00000

Re: Software Development and License and Services Agreement, Launch Date of March 26, 2001, term extended to June 28, 2004

Dear Xx. Xxxxxx:

This letter constitutes our agreement to extend our existing Term scheduled to end and/or renew on March 25, 2004. For the purposes of negotiating new terms for a Renewal Term, the parties agree to extend the term of the agreement to June 28, 2004 (“Initial Term”). Upon notice provided not later than June 28, 2004, MSNTV (as successor in interest to WebTV) will either renew the Agreement, subject to any mutually agreed renewal terms, or provide its notice not to renew. Should MSNTV give its notice not to renew, MSNTV shall have the right to wind-down in accordance with Section 13.3 of the Agreement. The foregoing constitutes the only modification to the Agreement. All other terms and conditions of the Agreement will continue to apply. All terms not defined herein will have the same meanings as provided by the Agreement.

Please sign below to indicate your agreement with the above.

Regards,

/s/ Xxxx Xxxxx

Xxxx Xxxxx

CFO

I have read, understood and agree to the above

As an authorized signer on behalf of MSNTB:

/s/ Xxxxxxx Xxxxxx

Xxxxxxx Xxxxxx

Cc: Law and Corporate Affairs

WebTV Network, Inc.

0000 Xx Xxxxxxx

Xxxxxxxx Xxxx, XX 00000