This settlement, dated July 1, 1996, provides users of the America Online service with free connect time as compensation for America Online billing practices that overstated the time spent using the system.

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY
OF SAN FRANCISCO

STEPHEN E. HAGEN: DAVID L. FEIGE;
KENNETH CRYSTAL; HEATHER
BUCHFIRER; PAUL BONI; TODD
BANDROWSKY; JOHN PRZYGODA;
STEVEN CRAIG SMITH; MARC L.
HOFFMAN; FIRST M. CORP.; FREDERICK J.
DiMARCO; FRED GLICK; CRAIG SMITH;
STEPHEN ANDERSON; and individually, and
on behalf of all others similarly situated,

Plaintiffs,

v.

AMERICA ONLINE, INC., et at.,

Defendants.

No. 971047

Class Action

SETTLEMENT NOTICE AND HEARING ORDER

WHEREAS, this Court has reviewed the Stipulation of Settlement
among the parties dated June 20, 1996 (the "Settlement Stipulation"),
together with the Exhibits thereto, and has heard the attorneys for the
parties with respect to the proposed settlement of this action (the
"Settlement");

WHEREAS, this Court finds for the purposes of settlement only that
this Action meets all of the prerequisites of Section 382 of the
California Code of Civil Procedure, including numerosity,
ascertainability, community of interest, predominance of common
issues, and typicality, and that Plaintiffs and their counsel are adequate
representatives of the Settlement Class;

IT IS HEREBY ORDERED:

1. The definitions and terms set forth in the Settlement Stipulation are
hereby incorporated in this Order.

2. The Settlement set forth in the Settlement Stipulation is hereby
preliminarily approved as being within the range of reasonableness,
and notice thereof should be given to the Settlement Class.

3. This Action is certified as a class action for purposes of the
Settlement, pursuant to Section 382 of the California Code of Civil
Procedure. The Settlement Class consists of:

All persons in the United States who at any time during the period
beginning on July 14, 1991, and ending on March 31, 1996, were
subscribers of America Online Services.

4. Certification of the Settlement Class shall be solely for purposes of
the Settlement.

5. The Notices to the Settlement Class ("Notices"), the claim form for
participation by Former Subscribers in the Settlement (the "Proof of
Claim"), and the form of Final Judgment and Order of Dismissal (the
"Final Judgment") are hereby approved substantially in the forms
attached to the Settlement Stipulation as Exhibits 2, 6, 7 and 7A.

6. America Online is hereby directed within two weeks after entry of
this Order (1) to publish the notice as substantially in the form attached
to the Settlement Stipulation as Exhibit 7 ("Published Notice"), in 2-
column newspaper page format in the following newspapers:  New
York Times, Wall Street Journal, Los Angeles Times, USA Today,
and Chicago Tribune; (2) to post online version of the notice as
substantially in the form attached to the Settlement Stipulation as
Exhibit 7A ("Online Notice"), on America Online in a free area, in a
form that can be printed by America Online subscribers, and to
maintain the Online Notice for a period of 14 days; (3) to post the
following reference on the America Online Welcome Screen: "Member
billing:  Know your rights and get free time. Read Steve Case's
update."  By clicking on the icon on the Welcome Screen, there will
be an immediate link to the Steve Case Community Update; by
clicking on the Free Time button on the Steve Case Community
Update, there will be an immediate link to the full text of the Online
Notice. The Welcome Screen reference will be scheduled every other
day for a 14-day period in a way reasonably calculated by America
Online to produce 5.5 million impressions; and (4) to post the Online
Notice on the Internet by placing a reference to the Online Notice on
the America Online home page on the World Wide Web site, with a
hot link to the full text of the Online Notice on the America Online
Web Site and to maintain the Online Notice for a period of 30 days.

7. Any member of the Settlement Class who does not, in connection
with the Notices, file a valid and timely request for exclusion will be
bound by the Final Judgment dismissing this action on the merits and
with prejudice.

8. The notice to the Settlement Class as directed in this Order
constitutes the best notice practicable under the circumstances and
constitutes valid, due and sufficient notice to all members of the
Settlement Class, complying fully with the requirements of Section
382 of the California Code of Civil Procedure, the California
Constitution and the Constitution of the United States, and any other
applicable law.

9. A hearing (the "Settlement Hearing") shall be held by the Court on
September 20, 1996, in Courtroom of the Honorable A. James
Robertson of San Francisco Superior Court to consider and determine
whether the Settlement of this action as set forth in the Settlement
Stipulation should be approved as fair, reasonable and adequate, and
whether a judgment approving the Settlement and dismissing this
action on the merits and with prejudice, against Plaintiffs and
Settlement Class Members, should be entered. At or after the
Settlement Hearing, the Court shall make a determination and enter an
order regarding in what amount attorneys' fees and reimbursement of
expenses should be paid to Plaintiffs' counsel.

10. The Settlement Hearing may, without further notice to the
Settlement Class, be continued or adjourned by order of the Court.

11. Any member of the Settlement Class may request to be excluded
from the Settlement Class. If a member of the Settlement Class does
not wish to be included in the Settlement Class, he, she or it must
expressly state in writing: (a) the Settlement Class Member's name,
address, and daytime telephone number, and (b) the request to be
excluded from the Settlement Class. Requests for exclusion must be
mailed, postmarked no later than August 23, 1996, to the Court and to
counsel for the parties at the addresses provided in the Notices. All
requests for exclusion must be signed by or on behalf of the person or
entity requesting exclusion. If a request for exclusion does not
include all of the foregoing information, it shall not be a valid request
for exclusion and the person or entity filing the invalid request for
exclusion shall be a Settlement Class Member.

12. Objections by any Settlement Class Member to the proposed
Settlement or the payment of attorneys' fees and reimbursement of
expenses to Plaintiffs' counsel, shall be heard and any papers
submitted in support of said objections shall be considered by the
Court at the Settlement Hearing only if, on or before August 23,
1996, such objector files with the Court a notice of his, her or its
intention to appear, submits documentary proof that he, she or it is a
member of the Settlement Class, states the basis for the objections,
and serves copies of the foregoing papers and all other papers in
support of objections upon counsel for the parties, as directed by the
Notices. To be effective, all objections must be received by counsel
as provided in the Notices on or before August 28, 1996.

13. Proof of Claim forms submitted by Former Users as directed in
the Notices must be mailed, postmarked no later than November 30,
1996. Proof of Claim forms submitted by Current Users who
canceled subscriptions prior to receiving free time and after November
30, 1996, must mail Proof of Claim forms, postmarked within 10
days of cancellation, as directed in the Notices.

14. No later than seven days prior to the Settlement Hearing, the
parties shall file all papers in support of the Settlement with the Court
and shall serve copies of such papers upon each other and upon any
objectors who shall have complied with paragraph 12 of this Order.
Plaintiffs' counsel shall likewise file and serve all papers in support of
the application for payment of attorneys' fees and reimbursement of
expenses.

15. Counsel are hereby authorized to utilize all reasonable procedures
in connection with the administration of the Settlement which are not
materially inconsistent with this Order or the terms of the Settlement
Stipulation.

DATED:  July 1, 1996

/s/
The Honorable A. James Robertson II
Judge of the Superior Court