THE CIRCUIT COURT OF LOUDOUN COUNTY

[N RE SUBPOENA I UCES TECUM TO AMERICA ONLINE, INC.

AT LAW NO 107CL00022399-00

This cause came on to be heard on the 8th day of November 1999, on America Online, Inc.'s ("AOL") motion to quash or, in the alternative, for a protective order and International Profit Associates, Inc's ("IPA") motion to compel.

Upon considering the respective written submissions of AOL and IPA and the matters presented to the Court at the hearing it is

ADJUDGED, ORDERED, and DECREED as follows:

(1) A PROTECTIVE ORDER excusing AOL from having to comply at this time with the subpoena issued by this Court on September 27, 1999, is hereby ENTERED on the ground that IPA has failed to provide this Court with any "mandate, writ or commission" from the Illinois court in which the underlying action (International Profit Associates, Inc. v. George S. May, int'l Co. eta!., No-99-CH1357, Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois) is pending, as required under the Uniform Foreign Depositions Act, Va. Code § 8.01-411 ("UFDA"). The certified copy of the complaint in the Illinois action, which IPA provided to this Court, does not qualify as a "mandate, writ or commission."

(2) In the event that the Illinois court issues a legal instrument that qualifies as a "mandate, writ or commission" within the meaning of the UFDA, then this Court will, on request by IPA, conduct a further proceeding to determine whether the subpoena should be enforced.

(3) In the course of any such further proceeding, both AOL and IPA shall be afforded an opportunity to make a further written submission to this Court and to present any arguments relating to whether the subpoena should be enforced, including any arguments pertaining to issues of free speech and privacy.

(4) IPA shall promptly reimburse AOL for the costs that AOL has incurred in providing notice of the subpoena to the affected AOL member and shall reimburse AOL for any costs it incurs in providing any further notice(s) to the affected AOL member.

Entered this 6thday of December 1999.

JUDGE THOMAS D. HORNE

We ask for this:
Patrick J. Carome
E. William Chapman
Counsel for America Online, Inc.

Seen and objected to on the grounds stated in briefs and at argument, including the fact that notice had been given as required by the Uniform Foreign Deposition Act, thereby obviating any requirement for a "mandate, writ or commission":