Exhibit 10.31

          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.

                                    ADDENDUM

      This Addendum (the "Addendum"), dated as of SEPTEMBER 1, 2004 (the
"Effective Date"), amends and supersedes certain of the provisions of the (1)
Akamai Microsoft Non-Standard Services Agreement Terms & Conditions (the "Terms
& Conditions") entered into by and between Akamai Technologies, Inc. ("Akamai")
and Microsoft Corporation ("Microsoft"), dated as of June 29, 2000; and (2) the
Akamai FreeFlow Services Order Form entered into by the parties as of September
1, 2003 (the "Existing Order Form") and the Addendum thereto also dated as of
September 1, 2003 (the "Existing Addendum" and, together with the Existing Order
Form, the "Existing Order"). Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings assigned to such terms in the Terms &
Conditions.

NOW, THEREFORE, the parties hereby agree as follows:

      1.    This Addendum shall supersede and replace the Existing Order
            effective as of the Effective Date. Unless otherwise agreed by the
            parties, the rates set forth herein shall apply to any use of the
            identified Akamai Services by a Microsoft Web property ("Property").
            Except to the extent modified hereby, all orders for Akamai Services
            currently in effect by Microsoft shall continue in full force and
            effect.

      2.    The Akamai Services that Microsoft and its Affiliates (as defined
            below) may utilize hereunder are the following:

            a.    Web Site Delivery - for the delivery of HTTP content and SSL
                  objects.

            b.    Software Downloads - for use in connection with Microsoft's
                  "Foreground Software Delivery"

            c.    Streaming - in both VOD and live formats

            d.    FirstPoint

            e.    Various Advanced Features identified below

            For purposes of this Addendum, "Affiliate" shall mean any entity now
            or hereafter directly or indirectly controlling or controlled by or
            in common control with a party, where "control" is defined as the
            ownership of at least 50% of the equity or beneficial interest of
            such entity or the right to vote for or appoint a majority of the
            board of directors or other governing body of such entity, and any
            other entity with respect to which party (i) sold a majority
            interest and retained at least 10% ownership of the equity or
            beneficial interest of such entity and (ii) has management or
            operational responsibility (including the authority to act on behalf
            of and legally bind such entity) (collectively "Management or
            Operational Responsibility") provided that such entity shall be
            deemed to be an Affiliate only so long as such "control" exists or
            party has Management or Operational Responsibility for such entity.
            For the avoidance of doubt, this Addendum shall not apply to any
            affiliates of Microsoft Affiliates.

                                       1


      3.    Use of the Web Site Delivery Service will be subject to the
            following terms and pricing:

            a.    Permitted Content Types. The Web Site Delivery Service may be
                  used to provide delivery of Web content on any Microsoft Web
                  property ("Property"), including the Microsoft.com domain,
                  international variants thereof operated by Microsoft and its
                  Affiliates, and any MSN properties. Each Property will be
                  assigned one or more separate Akamai Content Provider (CP)
                  Codes, consistent with the past practices of the parties.

            b.    Usage Rates. Usage rates for Web Site Delivery will be as
                  follows:

                  Domestic:  $[**]/Mbps
                  EMEA:      $[**]/Mbps
                  Asia/ROW:  $[**]/Mbps

                  For purposes of the above rates:

                  -     Usage will be billed monthly at 95th percentile of usage
                        or uncompressed equivalent as measured by Akamai over
                        five minute intervals for each CP Code ("95/5"). All
                        measurements will be taken regionally using separate
                        95/5 measurements.

                  -     Regions will be determined based on whether Customer
                        Content is served to end users in (i) the United States
                        and Canada ("Domestic"), (ii) Europe, Middle East and
                        Africa ("EMEA"), or (iii) Asia or the rest of the world
                        ("Asia/ROW").

                  -     Any monthly usage in excess of two times the 95/5 for a
                        particular Property (CP Code) will be charged at the
                        rate of $[**] per GB delivered. Such "superbursting"
                        charges for any Property that total less than $[**] in
                        any month will be waived.

            c.    Integration Fees. Basic integration services will be performed
                  by Akamai on a Property for a flat fee of $[**] per
                  integration. Such fee will be waived for any Property
                  committing to deliver at least [**] Mbps per month.

            d.    Service Level Agreement. Web Site Delivery Services will be
                  provided in accordance with the Service Level Agreement
                  attached as Exhibit A.

      4.    Use of the Software Downloads Delivery Service will be subject to
            the following terms and pricing:

            a.    Permitted Content Types. The Software Downloads Delivery
                  Service may be used to provide delivery of software downloads
                  on any Property, including the "Windows Update" site and the
                  "Download Center". Each Property will be assigned one or more
                  separate CP Codes, consistent with the past practices of the
                  parties.

            b.    Usage Rate. The usage rate for Software Downloads Delivery
                  will be $[**]/Mbps, and a single global 95/5 measurement will
                  be taken for each CP

                                       2


                  Code. Any monthly usage in excess of two times the 95/5 for a
                  particular Property (CP Code) will be charged at the rate of
                  $[**] per GB delivered. Such "superbursting" charges for any
                  Property that total less than $[**] in any month will be
                  waived.

            c.    Integration Fees. Basic integration services will be performed
                  by Akamai on a Property for a flat fee of $[**] per
                  integration. Such fee will be waived for any Property
                  committing to deliver at least [**] Mbps per month.

            d.    Service Level Agreement. Software Downloads Delivery Services
                  will be provided in accordance with the Service Level
                  Agreement attached as Exhibit A.

            e.    Ability to Redirect. [**] will be [**], as specified [**] will
                  be [**] in response to [**]. For example, [**] in response to
                  [**].

      5.    Use of the Streaming Service will be subject to the following terms
            and pricing:

            a.    Permitted Content Types. The Streaming Services may be used to
                  provide delivery of streaming content on any Property. Each
                  Property will be assigned one or more separate CP Codes,
                  consistent with the past practices of the parties.

            b.    Usage Rates. Usage rates for Streaming will be as follows:

                  Domestic: $[**]/Mbps
                  EMEA:     $[**]/Mbps
                  Asia/ROW: $[**]/Mbps

                  For purposes of the above rates:

                  -     Usage will be billed monthly at 95th percentile of usage
                        or uncompressed equivalent as measured by Akamai over
                        five minute intervals for each CP Code ("95/5"). All
                        measurements will be taken regionally each month using
                        separate 95/5 measurements.

                  -     Regions will be determined based on whether Customer
                        Content is served to (i) Domestic end users, (ii) EMEA
                        end user, or (iii) Asia/ROW end users.

                  -     Any monthly usage in excess of two times the 95/5 for a
                        particular Property (CP Code) will be charged at the
                        rate of $[**] per GB delivered. Such "superbursting"
                        charges for any Property that total less than $[**] in
                        any month will be waived.

            c.    Integration Fees. Basic integration services will be performed
                  by Akamai on a Property for a flat fee of $[**] per
                  integration. Such fee will be waived for any Property
                  committing to deliver at least [**] Mbps per month.

            d.    Service Level Agreement. Streaming Services will be provided
                  in accordance with the Service Level Agreement attached as
                  Exhibit A.

      6.    Use of FirstPoint will be subject to the following terms and
            pricing:

                                       3


            a.    Flat Fee. Microsoft will be charged a fee of $[**] for the 12
                  months of the Term for its use of FirstPoint. Such fee will be
                  billed monthly on a pro-rated basis.

            b.    Limitations. Use of FirstPoint will be limited to
                  [**]hostnames and no more than [**] datacenters per hostname.
                  The current deployment of FirstPoint agents will be utilized.

            c.    Integration. Basic integration services will be performed by
                  Akamai on hostnames for no additional charge.

            d.    Service Level Agreement. The FirstPoint Service will be
                  provided in accordance with the Service Level Agreement
                  attached as Exhibit A.

      7.    Microsoft Properties may make use of the following Akamai features
            subject to the indicated terms and pricing:

            a.    SureRoute

                  -     $[**] per month per hostname. Such fee will be waived
                        for any Property committing to deliver at least [**]
                        Mbps per month, or in such other circumstances as Akamai
                        may determine in its discretion.

                  -     All edge egress and midgress usage will be charged at
                        standard Web content delivery rates set forth above.

                  -     Basic integration services will be performed by Akamai
                        on a Property for a flat fee of $[**] per integration.

            b.    SiteShield

                  -     $[**] per month per Property per data center.

                  -     All usage will be charged at standard Web content
                        delivery rates set forth above.

                  -     Usage of EdgeSuite and a [**]-month minimum contract
                        commitment is required. No temporary activations will be
                        permitted.

                  -     Basic integration services will be performed by Akamai
                        on a Property for a flat fee of $[**] per integration.

            c.    Edge Side Includes

                  -     Includes access to page assembly features, ESI version
                        [**].

                  -     Usage based rate of $[**] per million transactions per
                        month.

                  -     Basic training and integration services will be
                        performed by Akamai on a Property for a flat fee of
                        $[**] per integration.

            d.    Additional Advanced Features

                  -     Includes the following features:

                          -   Access Control (Streaming Authentication, HTTP
                              Authorization, Request Blocking or Edge/Origin
                              Authentication)

                          -   Edge Logging

                          -   Advanced Cache Control

                          -   Site Failover

                  -     $[**] per feature per month per Property. One feature
                        fee will be waived for a Property for each [**] Mbps per
                        month that such Property has committed to deliver.

                                       4


                  -     Basic training and integration services will be
                        performed by Akamai on a Property for a flat fee of
                        $[**] per integration.

                  -     Akamai agrees to provide custom pricing quotations for
                        custom feature bundles upon request.

            e.    Additional Professional Services

                  -     Additional Akamai Professional Services required beyond
                        any of the basic integration services identified in this
                        Addendum will be negotiated by the parties on a case by
                        case basis.

      8.    The "Term" of this Addendum will be for 12 months commencing on the
            Effective Date. For purposes of clarification, the parties
            acknowledge that the 60 day termination without penalty provision
            pertaining to certain Akamai Services set forth in Section 8.2 of
            the Terms and Conditions does not apply to any of the Services for
            which Microsoft is contracting hereunder.

      9.    During the last month of the Term of this Addendum (i.e., during
            August 2005), the parties will negotiate in good faith any
            appropriate modifications to the pricing or the Service Level
            Agreement set forth herein that would extend to another Term. In the
            event that the parties agree upon modified pricing or Service Level
            Agreement terms, or alternatively agree that no price or Service
            Level Agreement modifications are necessary, they shall execute
            appropriate documentation and the usage commitments set forth herein
            shall continue under any renewal Term except to the extent otherwise
            agreed to by the parties in such documentation. If the parties are
            unable to reach agreement on pricing terms or the Service Level
            Agreement during such negotiation period then Microsoft may, by
            providing written notice to Akamai prior to September 1, 2005,
            convert the Term of this Addendum so that Microsoft's spending
            commitment hereunder as described in Section 10 is reduced by 50%,
            and thereunder shall continue on a month-to-month basis subject to
            termination by either party without penalty by delivery of a written
            notice of termination to the other party at least 10 days prior to
            the first day of the following month.

      10.   Microsoft hereby commits to spend during the Term a minimum of $[**]
            and $[**] on combined purchases of Web Site Delivery Services and
            Software Downloads Delivery Services, as described above. If at the
            end of any [**] Microsoft's usage of Web Site Delivery Services and
            Software Downloads Delivery Services is less than the above
            committed amount (a "Shortfall"), then Akamai will invoice Microsoft
            for the Shortfall. No Shortfall amount will be entitled to any
            carry-forward, carry-back or future offset and, no Shortfall amount
            paid or payable by Microsoft to Akamai pursuant to this Section may
            be applied to cover any incremental amount owed by Microsoft to
            Akamai for use of any other service that exceeds a given minimum
            usage commitment for that service.

      11.   Akamai has implemented a corporate security policy that is based on
            the ISO 17799 standard and is substantially equivalent to the MSN
            Security Policy (version 7.00 revised 1/31/03) provided to Akamai.
            Akamai will undergo an annual assessment in accordance with ISO
            17799 by a 'big four' consulting firm or a reputable equivalent
            thereto (currently PricewaterhouseCoopers), in either case as
            selected by Akamai. The costs of the assessment, including without
            limitation all fees charged by such

                                       5


            consultants and all costs and expenses incurred by Akamai in
            connection with such assessment, shall be borne by Akamai. An
            executive summary and a formal attestation by the consultant will be
            made available for Microsoft's review. Microsoft acknowledges that
            all information relating to the assessment, including the report
            with respect thereto, the executive summary and the formal
            attestation, shall constitute confidential information subject to
            the non-disclosure provisions of the Terms & Conditions.

            Akamai shall permit Microsoft to review the initial assessment. In
            the event that Microsoft in its reasonable discretion is not
            satisfied with the initial assessment because it shows substantial
            noncompliance with the ISO 17799 standard, then Microsoft may
            terminate without penalty this Addendum and the New Order Form by
            written notice delivered to Akamai within five (5) days of the last
            signature on this Addendum. In the event of a termination by
            Microsoft pursuant to the foregoing sentence, the parties shall
            automatically revert to the Original Order Form, as amended by the
            Addenda.

            With respect to any future assessment made available for review
            annually by Akamai to Microsoft, in the event that Microsoft in its
            reasonable discretion is not satisfied with such assessment because
            it shows a material decrease in compliance with the ISO 17799
            standard compared with the prior year, then Microsoft shall so
            notify Akamai within fourteen (14) days after receipt of the annual
            assessment and the parties will negotiate in good faith with the
            goal of developing an action plan designed to address any agreed
            upon deficiencies. In the event that the parties are unable to reach
            agreement on such an action plan then Microsoft may terminate
            without penalty this Addendum and the New Order Form by written
            notice delivered to Akamai within 30 days after Microsoft's initial
            notice regarding non-compliance.

            Akamai will promptly notify a designated Microsoft security contact
            of any security breach or similar incident that has, or might have,
            compromised the privacy or security of any Microsoft end-user
            personally identifiable information in Akamai's possession. In such
            event, Akamai will keep Microsoft updated as to the steps being
            taken to alleviate any continued threat to the privacy or security
            of such information as well as any actions being taken to prevent
            foreseeable future incidents.

            The parties acknowledge that Akamai currently does not transmit any
            end-user personally identifiable information on behalf of Microsoft.
            To the extent that Microsoft desires to have Akamai transmit any
            such information in the future it will so notify Akamai and the
            parties will discuss and agree on any appropriate security
            precautions that may be needed with respect to such information.

                                       6


      IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Amendment to be duly executed and delivered by their
respective duly authorized officers as of the date and year first above written.

      Agreed and Accepted:                           Agreed and Accepted:

      AKAMAI TECHNOLOGIES, INC.                      MICROSOFT CORPORATION

      By: /s/Mike Carlson                            By: /s/Steven A. Ballmer
          ----------------------                         ----------------------

      Name: Mike Carlson                             Name: Steven A. Ballmer

      Title: Regional Manager                        Title: CEO

      Date: 9/13/2004                                Date: 09/29/04

                                       7


                                    EXHIBIT A

                             SERVICE LEVEL AGREEMENT

I.    General

            a.    The Service Level Agreement ("SLA") provisions in this Exhibit
                  A will apply to each Microsoft property executing an order
                  form with Akamai. Each SLA will be measured, and credit
                  amounts calculated, on a property by property basis.

            b.    Microsoft will be responsible for activating the SLA
                  measurement by entering an appropriate test object in the
                  Akamai customer portal (http://control.akamai.com).

            c.    Testing for the purposes of measuring compliance with the SLA
                  will be done using Akamai's testing network, except as
                  otherwise noted below. Data from such testing will be made
                  available to both parties. In the event that a third party is
                  used for testing, any identified SLA violation must be
                  validated by Akamai's logs which will be provided to Microsoft
                  for review. Microsoft will provide prompt notification (within
                  five (5) days of an incident) to Akamai of any SLA violation
                  detected.

            d.    Akamai will not be responsible for any failure to meet Service
                  levels resulting from any negligent or willful act or omission
                  by Microsoft.

            e.    In the event that Microsoft's total fees for Services is less
                  than $[**] in any [**], this SLA will no longer apply and the
                  standard Akamai SLAs will be in force.

II.   HTTP Service Level Agreement (EdgeSuite Delivery)

            a.    HTTP Service levels will be monitored using two methods:
                  Akamai's internal Akanote System, and third party testing
                  performed by [**], as follows:

                        i.    Akamai's Internal Monitoring will be the initial
                              point of reference. In the event that Akamai's
                              monitoring indicates the service levels that they
                              are monitoring have not been met, then such
                              results will be definitive and there will be no
                              need to consult the [**] results. In no event will
                              reference to the two testing methodologies result
                              in duplicate credits being given or SLA violations
                              otherwise being double counted with respect to any
                              particular incident.

                        ii.   In the event that the [**] results indicate that
                              the service levels that such tests are monitoring
                              have not been met, then Microsoft will promptly
                              notify Akamai of such fact and the parties will
                              consult Akamai's internal testing logs for the
                              relevant time period. If such logs do not confirm
                              the service level failure identified by the [**]
                              testing, then Microsoft has the option to engage
                              [**]) for additional log analysis or no SLA
                              violation will be deemed to have occurred. If
                              based on the additional log analysis Microsoft,
                              Akamai and [**] are not able to mutually agree
                              that there was a SLA violation, no SLA violation
                              will be deemed to have occurred.

                        iii.  For purposes of conducting the [**] tests
                              hereunder, Microsoft will be responsible for the
                              costs associated with, and coordinating the
                              execution of, such testing with the third party
                              vendor. However, Akamai will be provided with
                              access to the relevant testing account to enable
                              Akamai to track the testing hereunder and
                              investigate any potential performance issues.

                                       8


b.    Akamai Internal Monitoring

            i.    Service Levels

                        1.    100% Uptime - The Service will serve content 100%
                              of the time. 100% uptime is defined as no Outages
                              during a 24 hour period.

                        2.    Measurable Performance Enhancement - The Service
                              will serve content [**] than the Customer's web
                              site when excluding DNS lookup times. (i.e., after
                              excluding DNS lookup times for all requests, the
                              time required to get the file from the origin
                              server will be [**] the time required to get the
                              file from the Akamai Network).

            ii.   Monitoring Methodology

                        1.    From at least [**] geographically and network
                              diverse locations in major metropolitan areas,
                              Akamai will simultaneously poll a test file
                              residing on the Customer's production servers and
                              on Akamai's network.

                        2.    The polling mechanism will perform two (2) [**]
                              GET operations:

                                    a.       One GET operations will be
                                             performed to retrieve the file
                                             directly from the origin servers
                                             (e.g. http://origin.customer.com/
                                             testobject.gif), or via an Akamai
                                             SiteShield region if the Microsoft
                                             property is using the SiteShield
                                             feature.)

                                    b.       One GET operation will be performed
                                             to retrieve the file via the
                                             Service, by requesting the object
                                             from an appropriate Microsoft
                                             hostname CNAME'd to Akamai (e.g.
                                             http://www.customer.com/testobject.
                                             gif where www.customer.com is
                                             CNAME'd to Akamai and configured to
                                             pull content from origin.customer.
                                             com)

                        3.    Polling will occur at approximately [**] minute
                              intervals.

                        4.    Raw data will be trimmed once per day to eliminate
                              any measurements that came from an agent
                              experiencing technical problems during the
                              measurement period.

                        5.    The test file will meet the following criteria:

                                    a.       The Akamaized test object will have
                                             a TTL of 2 hours or greater.

                                    b.       The test content will be a file of
                                             approximately 10 KB in size.

                                    c.       The test object will be a live
                                             object in regular use on the
                                             property being tested.

                                       9


            iii.  Performance Metric

                        1.    The Performance Metric will be based on a daily
                              average of performance for the Service and
                              Microsoft's production web server (measured
                              directly, or via a SiteShield region if
                              applicable), computed from data captured across
                              all regions and hits.

                        2.    A Performance Credit will be awarded if on a given
                              day the Akamai daily average time when compared to
                              Microsoft's daily average time does not provide
                              the Measurable Performance Enhancement defined in
                              the relevant Service Level.

            iv.   Outage Metric

                        1.    An Outage will be defined as a [**]minute or more
                              period of consecutive failed attempts by at least
                              a single agent to GET the test file from the
                              Service while succeeding to GET the test file from
                              Microsoft's web site (refer to Monitoring
                              Methodology above.)

                        2.    One Outage Credit will be awarded for [**] that
                              experiences an Outage.

      c. [**] Testing

            i.    Service Levels

                        1.    100% Uptime - The Service will serve content 100%
                              of the time. 100% uptime is defined as no Outages
                              during a 24 hour period.

                        2.    Measurable Performance Enhancement - The Service
                              will serve content [**] the file from the Akamai
                              Network).

            ii.   Monitoring Methodology

                        1.    Microsoft will select from [**] list of standard
                              groups of agents that are generally commercially
                              available and that have at least [**]
                              geographically and network diverse locations in
                              major metropolitan areas, [**] agents will poll a
                              test file residing on the Customer's production
                              servers and if the Customer's production server
                              succeeds [**] poll a test file residing on
                              Akamai's network.

                        2.    The polling mechanism will perform two (2) GET
                              operations:

                                    a.       One GET operations will be
                                             performed to retrieve the file
                                             directly from the origin servers
                                             (e.g. http://origin.customer.com/
                                             testobject.gif), or via an Akamai
                                             SiteShield region if the Microsoft
                                             property is using the SiteShield
                                             feature.)

                                    b.       One GET operation will be performed
                                             to retrieve the file via the
                                             Service, by requesting the object
                                             from an appropriate Microsoft
                                             hostname CNAME'd to Akamai (e.g.
                                             http://www.customer.com/testobject.
                                             gif where

                                       10


                                             www.customer.com is  CNAME'd  to
                                             Akamai and configured to pull
                                             content from origin.customer.com)

                        3.    Polling will occur at a frequency of not less than
                              every [**] minutes.

                        4.    Raw data will be verified at least daily to
                              eliminate any measurements that came from an agent
                              experiencing technical problems during the
                              measurement period.

                        5.    The test file will meet the following criteria:

                                    a.       The Akamaized test object will have
                                             a TTL of 2 hours or greater.

                                    b.       The test content will be a file of
                                             approximately 10 KB in size.

                                    c.       The test object will be a live
                                             object in regular use on the
                                             property being tested.

                  iii.  Performance Metric

                        1.    The Performance Metric will be based on a daily
                              average of performance for the Service and
                              Microsoft's production web server (measured
                              directly, or via a SiteShield region if
                              applicable), computed from data captured across
                              all regions and hits.

                        2.    A Performance Credit will be awarded if on a given
                              day the Akamai daily average time when compared to
                              Microsoft's daily average time does not provide
                              the Measurable Performance Enhancement defined in
                              the relevant Service Level.

                  iv.   Outage Metric

                        1.    An Outage will be defined as the occurrence of
                              either of the following during any [**] minute
                              testing interval: (A) [**] the total [**] agent
                              requests during such period result in a failure to
                              GET the test file from the Service while
                              succeeding during the same request to GET the test
                              file from Microsoft's web site (refer to
                              Monitoring Methodology above); or (B) [**] agents
                              fail to have any successful GETs of the test file
                              from the Service while succeeding in the same
                              request to GET the test file from Microsoft's web
                              site (refer to Monitoring Methodology above).

                        2.    One Outage Credit will be awarded for [**] that
                              experiences an Outage.

III.  Streaming Service Level Agreement

        a. Service Levels applicable to VOD streaming only

             i.   100% Uptime - The Service will serve content 100% of the time.
                  100% uptime is defined as no Outages during a 24 hour period.

            ii.   Start-Up Time - Average Start-up time will be less than [**].
                  Start-up Time is defined as the time between the initial
                  submission of the target URL to the

                                       11


                  Windows Media Player and the beginning of the playback, and
                  includes the connect time and the initial buffer time.

            iii.  Rebuffering - Rebuffering will be less than [**] of total
                  playing time. Rebuffering is defined as the sum of all time
                  spent rebuffering after the initial rebuffering period.

        b. Monitoring Methodology

            i.    Microsoft will contract with [**] to perform the monitoring
                  defined herein. Microsoft will be responsible for the cost of
                  this testing and for coordinating execution of the testing
                  with [**], but will provide Akamai with access to the relevant
                  testing account to enable Akamai to track the testing
                  hereunder and investigate any potential performance issues.

            ii.   The polling mechanism will request the test file from the
                  Service.

                        1.    Polling will occur at approximately [**] minute
                              intervals.

                        2.    Each test request will last 60 seconds during
                              which time various measurements are colleted to
                              determine performance under the service
                              commitments described above.

                        3.    Raw data will be verified at least daily to
                              eliminate any measurements that came from an agent
                              experiencing technical problems during the
                              measurement period.

            iii.  The test file will meet the following criteria:

                        1.    The Akamaized test object will have a TTL of 2
                              hours or greater.

                        2.    The file storage location will be mutually agreed
                              to by Microsoft and Akamai, but such approval will
                              not be unreasonably withheld.

                        3.    The file will be a Windows Media VOD file.

                        4.    The encoding parameters of the file must be
                              mutually agreed to by Microsoft and Akamai, but
                              such approval will not be unreasonably withheld.

        c. Start-Up Metric

            i.    The Start-Up time will be calculated as an average of all
                  measurements taken in a day

            ii.   A Performance Credit will be awarded if on a given day the
                  average Start-Up time exceeds the Service Level agreed to in
                  the SLA.

        d. Rebuffering Metric

            i.    The Rebuffering time will be calculated as an average of all
                  measurements taken in a day.

            ii.   A Performance Credit will be awarded if on a given day the
                  average Rebuffering time exceeds the Service Level agreed to
                  in the SLA.

                                       12


        e. Outage Metric

                  i.    An Outage will be defined as [**] consecutive failed
                        measurements [**].

                  ii.   One Outage Credit will be awarded for [**] that
                        experiences an Outage.

IV.   Storage Service Level Agreement

        a. Service Levels

                  i.    100% Uptime - The Service will serve content 100% of the
                        time. 100% Uptime is defined as no Outages in a 24 hour
                        period.

                  ii.   No Loss of Content - Microsoft content will be protected
                        from loss once such data has been successfully uploaded
                        into the Akamai Storage System; provided, however, that
                        Akamai will not be responsible for any loss of Microsoft
                        content due to actions or inactions of Microsoft

                  iii.  Instantaneous Expansion - Microsoft may expand the
                        volume of Microsoft content stored via the Service at
                        anytime by up to [**] within any given 30 day period.

        b. Monitoring Methodology

                  i.    From at least [**] geographically and network diverse
                        locations in major metropolitan areas, Akamai will
                        simultaneously poll a test file residing on the
                        Customer's production servers and on Akamai's network

                  ii.   The polling mechanism will perform a GET operation for a
                        test file stored on Akamai NetStorage:

                           1.       Polling will occur at approximately [**]
                                    minute intervals.

                           2.       Raw data will be trimmed once per day to
                                    eliminate any measurements that came from an
                                    agent experiencing technical problems during
                                    the measurement period.

                  iii.  The test file will meet the following criteria:

                           1.       The Akamaized test object will have a TTL of
                                    0 to ensure that requests are passed through
                                    the EdgeSuite network to NetStorage.

                           2.       The test content will be a file of
                                    approximately 10 KB in size.

        c. Expansion Metric

                  i.    A Performance Credit will be awarded for [**] that
                        Microsoft is unable to store content on the Service
                        after all required notifications have been provided.

        d. Outage Metric

                  i.    An Outage will be defined as a [**]minute or more period
                        of consecutive failed attempts by at least a single
                        agent to GET the test file from the Service.

                  ii.   One Outage Credit will be awarded for [**] that
                        experiences an Outage.

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V.    FirstPoint Service Level Agreement

            a.    Service Levels

                        i.    100% Uptime - The Service will have no Outages in
                              a 24 hour period.

            b.    Monitoring Methodology

                        i.    From at least [**] geographically and network
                              diverse locations in major metropolitan areas,
                              Akamai will make a request to the hostname CNAME'd
                              to Akamai's FirstPoint Service.

                        ii.   Polling will occur at approximately [**]
                              intervals.

                        iii.  Raw data will be trimmed once per day to eliminate
                              any measurements that came from an agent
                              experiencing technical problems during the
                              measurement period.

            c.    Outage Metric

                        i.    An Outage will be defined as a [**]minute or more
                              period of consecutive failed attempts by at least
                              a single agent to satisfactorily resolve to a live
                              Microsoft IP address.

                        ii.   One Outage Credit will be awarded for [**] that
                              experiences an Outage.

VI.   Remedies

            a.    Credit Amounts

                        i.    Performance Credit - a Performance Credit will be
                              equal to [**] fees calculated as a percentage of
                              the "CIR" for that property for the affected
                              service only. The "CIR" will be defined as the
                              daily minimum committed fees (pro-rated on the
                              basis of the [**] committed level, which ever is
                              greater) for a particular property and a
                              particular service and will be calculated as
                              either (a) the CIR of that property for the
                              affected service based on an order form or
                              amendment or other written agreement entered into
                              directly with the property or (b) if no order form
                              or other written agreement with a separate minimum
                              commitment applies to a particular property's use
                              of a particular service, then the CIR for that
                              property will be deemed to be a proportional
                              amount of the [**] CIR (which ever is greater)
                              applicable to all Microsoft properties not subject
                              to a separate minimum commitment, if any,
                              calculated as the percentage of fees for the
                              affected Service represented by that property (as
                              a percentage of total Microsoft fees for the
                              affected Service for Microsoft properties not
                              subject to a separate commitment) times the [**]
                              CIR (which ever is greater) entered into by
                              Microsoft for the affected Service. If the
                              foregoing calculation would result in a particular
                              Microsoft property having a CIR of zero for a
                              particular service, then the Performance Credit
                              for such property for such service will be equal
                              to [**] of the total fees due by that property in
                              respect of such service during the impacted month.

                        ii.   Outage Credit - an Outage Credit will be equal to
                              [**] fees calculated as a percentage of the "CIR"
                              for that property for the affected service only.
                              The

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                              "CIR" will be defined as the daily minimum
                              committed fees (pro-rated on the basis of the [**]
                              committed level, which ever is greater) for a
                              particular property and a particular service and
                              will be calculated as either a) the CIR of that
                              property for the affected service based on an
                              order form or amendment or other written agreement
                              entered into directly with the property or b) if
                              no order form or other written agreement with a
                              separate minimum commitment applies to a
                              particular property's use of a particular service,
                              then the CIR for that property will be deemed to
                              be a proportional amount of the [**] CIR (which
                              ever is greater) applicable to all Microsoft
                              properties not subject to a separate minimum
                              commitment, if any, calculated as the percentage
                              of fees for the affected Service represented by
                              that property (as a percentage of total Microsoft
                              fees for the affected Service for Microsoft
                              properties not subject to a separate commitment)
                              times the [**] CIR (which ever is greater) entered
                              into by Microsoft for the affected Service. If the
                              foregoing calculation would result in a particular
                              Microsoft property having a CIR of zero for a
                              particular service, then the Outage Credit for
                              such property for such service will be equal to
                              [**] of the total fees due by that property in
                              respect of such service during the impacted month.

            b.    Service Credits

                        i.    Each property entitled to receive a credit under
                              this SLA will receive a Service Credit on the
                              invoice for the impacted month.

                        ii.   The Service Credit will be equal to the sum of the
                              Performance Credits for the preceding month and
                              the sum of the Outage Credits for the preceding
                              month (one Outage Credit being awarded for each
                              hour or fraction thereof.)

                        iii.  For any given property that has a CIR as
                              determined above, the Service Credit may not
                              exceed 30 days of fees attributable to such
                              property as calculated under "Performance Credit"
                              above. For any given property that has a CIR equal
                              to zero as determined above, the Service Credit
                              may not exceed [**] of the total fees due by that
                              property in respect of such service during the
                              impacted month.

                        iv.   Except with respect to the termination rights
                              below, the Service Credit will be Microsoft's sole
                              remedy for any service outage or other failure to
                              meet a defined SLA.

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            c.    Termination

                  Microsoft will have the right to terminate its commitment to
                  purchase a particular affected Service (whether reflected in
                  an Order Form, Addendum or otherwise) on 15 days written
                  notice if failure to achieve the Service Levels for such
                  affected Service occurs [**] times in a thirty day period or
                  [**] times in a sixty day period; provided, however that such
                  notice must be delivered within 30 days of the date on which
                  the last failure occurred.

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