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                                                                   EXHIBIT 10.35
                     CONTENT PARTNER/DISTRIBUTION AGREEMENT

This Content Partner/Distribution Agreement ("Agreement") is entered into by and
among Pets.com, Inc., a corporation duly organized under the laws of the State
of Delaware, with its principal place of business at 435 Brannan Street, San
Francisco, California 94107 ("Content Partner"), Buena Vista Internet Group, a
corporation duly organized under the laws of the State of California, with its
principal place of business at 500 South Buena Vista Street, Burbank, CA
91521-0607 ("BVIG"), and Infoseek Corporation, a corporation duly organized
under the laws of the State of California, with its principal place of business
at 1399 Moffett Park Drive, Sunnyvale, California 94089-1134 ("Infoseek") (BVIG
and Infoseek collectively referred to herein as the "GO Entities"). The
effective date of this Agreement is January 15, 2000 (the "Effective Date").

WITNESSETH:

WHEREAS, BVIG hosts and maintains the U.S. versions of certain Internet sites,
including Family.com and Disney.com, which sites are part of GO Network.

WHEREAS, Infoseek hosts and maintains the U.S. version of the Internet portal
service which is part of GO Network.

WHEREAS, Catalyst Investments, L.L.C. ("Catalyst") is a limited liability
corporation which makes and holds certain investments for The Walt Disney
Company.

WHEREAS, ABC, Inc. ("ABC") owns and/or operates certain broadcast properties.

WHEREAS, BVIG, Infoseek, Catalyst and ABC are subsidiaries and Affiliates of The
Walt Disney Company.

WHEREAS, Content Partner is an online retailer of pet products, information and
resources.

WHEREAS, the GO Entities wish to enter into a relationship with Content Partner
for, among other things, the distribution and placement of certain Content
Partner content and advertising on GO Network, advertising by Content Partner on
the ABC broadcast properties, Catalyst's equity investment in Content Partner
and joint on-line and offline promotion opportunities.

NOW, THEREFORE, for good and valuable consideration, and in consideration of the
mutual covenants and conditions herein set forth, and with the intent to be
legally bound thereby, BVIG, Infoseek and Content Partner hereby agree as
follows:


ARTICLE 1      DEFINITIONS

        1.1    AFFILIATE means with respect to a party to this Agreement, any
               entity that directly or indirectly controls, or is under common
               control with, or is controlled by, such party or in which such
               party beneficially owns at least fifty percent (50%) of the
               equity interests; "control" (including, with its correlative
               meanings, "controlled by" and "under common control with") means
               possession, directly or indirectly, of the power to direct or
               cause the direction of management or policies (whether through
               ownership of securities or partnership or other ownership
               interests, by contract or otherwise).

        1.2    CONTENT means editorial content, products, services, tools,
               applications and commerce provided by Content Partner to the GO
               Entities or distributed by Content Partner to GO


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               Network Users through the GO Network-Wrapped Pages relating to
               pets and animals and as further described in Appendix A,
               including, without limitation, advertisements for Content Partner
               or its services and/or products.

        1.3    CONTENT PARTNER COMPETITORS mean the following pet supply
               retailers: [*] and their subsidiaries and direct successors. Upon
               written notice to the GO Entities, Content Partner may from time
               to time [*] or [*] for the [*] or, subject to the limit described
               herein, [*] to the [*] subject to the approval of the GO Entities
               which will not be unreasonably withheld. In no event shall the
               [*] designated by Content Partner as [*] at any one time.

        1.4    CONTENT PARTNER SERVICE means the U.S. version of the web site
               located at www.pets.com and/or such other successor, extension or
               replacement site(s) as may be designated by Content Partner.

        1.5    DISNEY.COM is the U.S. version of the Internet service for The
               Walt Disney Company currently located at disney.go.com.

        1.6    EFFECTIVE DATE shall have the meaning set forth in the Preamble
               to this Agreement.

        1.7    FAMILY.COM is the U.S. version of the Internet service related to
               family issues currently located at family.go.com.

        1.8    GO.COM (THE ENTITY) refers to the online properties of The Walt
               Disney Company, including the following subsidiaries and
               organizations of The Walt Disney Company: BVIG (which operates
               Disney.com, Family.com, mrshowbiz.com and certain other sites),
               Infoseek (which operates the GO Portal), ABC News/Starwave
               Partners d/b/a AIV Ventures and ESPN/Starwave Partners d/b/a EIV
               Ventures, which respectively operate ABCNews.com and ESPN.com.

        1.9    GO.COM COMPETITORS mean the following [*] companies: [*]; and the
               following [*] companies: [*]; and their subsidiaries and direct
               successors. Upon written notice to Content Partner, the GO
               Entities may from time to time [*] or [*] for the [*] subject to
               the approval of Content Partner which will not be unreasonably
               withheld. In no event shall the [*] designated by the GO Entities
               as [*] exceed [*] at any one time.

        1.10   GO ENTITIES has the meaning set forth in the Preamble to this
               Agreement and specifically excludes AIV Ventures and EIV
               Ventures, which respectively operate ABCNews.com and ESPN.com.

        1.11   GO NETWORK is the U.S. version of the Internet service currently
               located at go.com and certain subdomains of go.com which service
               includes the GO Portal and certain vertical Internet sites such
               as Family.com, Disney.com, ABCNews.com and ESPN.com.

        1.12   GO NETWORK-WRAPPED PAGES means co-branded pages with the GO
               Wrapper that display the Content, as further described herein.


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        1.13   GO PORTAL means the U.S. version of the Internet portal service
               located at www.go.com and/or such other successor, extension or
               replacement site(s) as may be designated by the GO Entities.

        1.14   GO WRAPPER means a page with the GO Network Trademarks and
               includes the GO Network header, footer, tabs, breadcrumb and
               other navigational elements and copyright notice as provided by
               the GO Entities.

        1.15   INITIAL TERM has the meaning set forth in Section 12.1.

        1.16   LINK means a so-called "hot link" in graphical and/or textual
               format located on the applicable areas of the Service which takes
               a User directly to another web site or area within the site.

        1.17   [*] AGREEMENT has the meaning set forth in Section 3.4.

        1.18   STANDARD DISTRIBUTION DEAL means an advertising and/or shopping
               opportunity that is available to multiple parties in a party's
               same space. For example, "Standard Distribution Deal" includes
               key word buys, advertising banner and button buys, and merchant
               slotting buys.

        1.19   TDSO means The Disney Store online currently located at
               Store.Disney.go.com.

        1.20   TRADEMARKS means trade names, logos and trademarks, and
               representations of the foregoing.

        1.21   USERS means individuals or entities that access GO Network.

ARTICLE 2      EQUITY INVESTMENT AND ABC TV ADVERTISING

        2.1    Equity Investment. Content Partner will issue to Catalyst [*]
               shares of Content Partner's Series C Preferred Stock (the
               "Shares") which represent no less than [*] of the total number of
               outstanding shares of Content Partner's capital stock (assuming
               exercise of all outstanding options and warrants) as of the
               Effective Date in exchange for [*] of Promotion as described
               below. Terms and conditions regarding the Shares will be as set
               forth in executed definitive equity documents substantially in
               the form attached hereto as Appendix B (the "Equity Documents").
               In the event and to the extent there is a conflict between the
               terms and conditions set forth in the Equity Documents and the
               terms and conditions set forth in this Agreement, the terms and
               conditions in the Equity Documents shall govern.

        2.2    Consideration For Shares. Content Partner and the GO Entities
               agree that in consideration for the Shares, "Promotion" shall
               consist of the ABC Media Rights as described on Appendix C
               attached hereto, rights to which will not vest until, but will
               become irrevocable upon, the transfer of the Shares to Catalyst.
               In the event the GO Entities are unable to provide Promotion as
               described herein with an aggregate market value of [*] by the
               date [*] years from the Effective Date, the GO Entities shall pay
               Content Partner cash in the amount for which it was unable to
               provide Promotion. Such make-good cash payment shall be Content
               Partner's sole and exclusive remedy for the GO Entities' failure
               to provide such Promotion.


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ARTICLE 3      PURCHASE OF ONLINE MEDIA PLACEMENT

        3.1    Purchase of Online Advertising and Sponsorship. Content Partner
               hereby agrees to purchase online media placement on GO Network
               ("Online Advertising") in an aggregate amount of at least [*]
               during the Initial Term of the Agreement. Online Advertising may
               be placed on GO Network properties operated by BVIG or Infoseek
               and on properties such as ABCNews.com and ESPN.com operated by
               GO.com entities which are not parties to this Agreement.

        3.2    Terms and Conditions of Advertising Purchase. Such purchase of
               online media placement shall be on substantially the terms and
               conditions set forth in the forms of Advertising Agreement and
               Advertising Insertion Order attached hereto as Appendices D-1 and
               D-2, respectively (the "Advertising Agreements").

        3.3    Placement of Advertising. Content Partner, BVIG and Infoseek will
               determine an initial placement schedule and will meet no less
               than once every quarter during the Initial Term to review media
               placements and actual performance against projected impressions
               and to determine future placement schedules to optimize
               performance within the projected impression ranges. The initial
               placement schedule is attached hereto as Appendix E. Placements
               and impression levels on the initial placement schedule are
               projections only and are subject to change. Content Partner's
               Online Advertising will Link to a page in the Content Partner
               Service. Content Partner may determine the page in the Content
               Partner Service to which such Online Advertising Links; provided
               however that no Link shall take a User directly to a registration
               page in the Content Partner Service. All Online Advertising,
               including Links from such Online Advertising, shall comply with
               the then current GO.com Advertising Guidelines, the current form
               of which is attached hereto as Appendix F-2, and the terms and
               conditions of the relevant Advertising Agreement.

        3.4    [*] Agreement. Content Partner acknowledges that Infoseek is a
               party to an agreement with [*] which agreement contains certain
               advertising and other restrictions. During the term of the [*]
               Agreement, Infoseek will be restricted from accepting certain
               placements of Content Partner Content, including advertising.
               Content Partner acknowledges and agrees that nothing in this
               Agreement is intended to put Infoseek in breach of its
               obligations under the [*] Agreement and any actions taken by
               Infoseek which Infoseek deems necessary or advisable to comply
               with the [*] Agreement shall not be deemed a breach of this
               Agreement. In the event the advertising purchase portion of the
               [*] Agreement becomes available during the term of this
               Agreement, Infoseek will grant Content Partner [*] to purchase
               such advertising placement.

        3.5    Fees and Payments. Content Partner will pay advertising fees in
               accordance with the schedule set forth on Appendix D-3 and the
               provisions in Article 8.

ARTICLE 4      DISPLAY OF CONTENT ON GO NETWORK

        4.1    General. Subject to the license set forth in Section 6.1, the GO
               Entities and Content Partner plan to integrate Content into
               certain areas of GO Network and may display Content on GO
               Network-Wrapped Pages as described below during the term of this
               Agreement. In addition, the GO Entities and Content Partner plan
               to enter into certain joint marketing activities as described
               herein and as mutually agreed.

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        4.2    Display of Content on GO Network.

               a. Content Placement. Subject to the license set forth in Section
                  6.1, the GO Entities will place Content on GO Network as
                  follows:

                  - Disney.com will integrate Content on its Animal/Pets Channel
                  - Disney.com may include a Link to the Content Partner Service
                    from a fixed position on its Animals/Pets Channel

                  It is intended that Content will be integrated into the GO
                  Network so as to retain the "look and feel" of the site/page
                  where the Content is being integrated. The GO Entities will
                  host such Content and shall prepare such Content for display
                  on GO Network by editing and making such other technical
                  alterations conforming such Content to GO Network format
                  provided that the GO Entities shall not alter the substantive
                  meaning of Content. The frequency and actual placement of
                  Content shall be at the sole discretion of the GO Entities.
                  The GO Entities will retain ultimate creative approval over
                  any and all Content displayed on GO Network.

               b. Exclusive Content. Content Partner will provide certain
                  exclusive content to the GO Entities for use on GO Network.
                  Such exclusive Content will not be provided to third parties;
                  provided however, that Content Partner may use such exclusive
                  Content on the Content Partner Service or in its magazine,
                  newsletters or other online and off-line marketing
                  communications. The parties will mutually agree upon the
                  exclusive content to be provided. The GO Entities' use of such
                  exclusive content shall be subject to the license set forth in
                  Section 6.1.

               c. Attribution. Content Partner will generally receive static
                  textual attribution at the top-level page where its Content is
                  distributed on GO Network (other than on the GO
                  Network-Wrapped Pages) and dynamic Link textual attribution at
                  the lowest-level page or end of the Content. For example, a
                  Content Partner article will have a static textual attribution
                  at the beginning of the article and a dynamic "Find Out More"
                  Link at the end. Such Link will Link to the Content Partner
                  Service.

               d. Other Distribution of Content. In addition to distribution of
                  the Content as described above, Content Partner agrees that
                  the GO Entities may distribute such of Content Partner's
                  Content elsewhere on GO Network as the GO Entities deem
                  appropriate. Content displayed on other areas of GO Network
                  will be subject to the terms and conditions stated herein.

               e. Hosting; GO Network Attributes. Disney.com, Family.com and the
                  GO Portal will be hosted by the GO Entities. Notwithstanding
                  anything herein, the GO Entities retain the right to adapt or
                  otherwise alter the design, look and any other attributes of
                  Disney.com, Family.com, the GO Portal and any other pages in
                  GO Network.

        4.3    GO Network-Wrapped Pages.

               a. General; Hosting. The GO Entities may request that Content
                  Partner create GO Network-Wrapped Pages. GO Network-Wrapped
                  Pages are co-branded pages which will contain the GO Wrapper
                  and display Content from Content Partner. It is intended that
                  the GO Network-Wrapped Pages contain substantially the content
                  and features of the Content Partner Service and other content
                  and features as the parties mutually agree. The GO
                  Network-Wrapped Pages may include an opportunity for Users to
                  register with GO Network and Content Partner as described in
                  Article 7 below.


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                  Content Partner will host the GO Network-Wrapped Pages and
                  will serve such pages out of a dynamic virtual domain to be
                  located at http://[virtual domain name].go.com (the "Virtual
                  Domain"); provided however, that Users in the Virtual Domain
                  who are accessing product/commerce pages (as opposed to pages
                  with editorial content) may be served from the Content Partner
                  Service as follows: (i) a User in the Virtual Domain who has
                  been reviewing editorial content who then clicks on a
                  product/commerce page may be served from a page in the Content
                  Partner Service upon clicking on to a product/commerce image
                  or Link and (ii) a User who comes to the Virtual Domain by
                  clicking on to a product/commerce page, e.g., through a search
                  for pet supplies, will be served from a GO Network-Wrapped
                  Page in the Virtual Domain until such time as such User puts a
                  product into a Content Partner shopping cart at which time
                  such User maybe served from the Content Partner Service.
                  Content Partner shall own all revenues generated from commerce
                  on the Content Partner Service. The parties anticipate that,
                  excluding virtual domains which may be created for promotions,
                  Content Partner will not be required to maintain more than one
                  Virtual Domain to host the GO Network-Wrapped Pages. All GO
                  Network-Wrapped Pages will include the GO Wrapper but the GO
                  Wrapper will not displace Content Partner's "look and feel,"
                  including placement of the Content Partner name and logo.
                  Content Partner will offer its services and products to Users
                  through the GO Network-Wrapped Pages on substantially the same
                  terms and conditions as it offers such services and products
                  to visitors to the Content Partner Service.

               b. Advertising. The GO Entities will be responsible for selling
                  and serving all advertising on the GO Network-Wrapped Pages.
                  The GO Entities will not place advertisements from Content
                  Partner Competitors on the pages in the Virtual Domain;
                  provided however that such restriction shall not apply to
                  run-of-site (ROS) banner advertisements. Any advertising
                  placements in the GO Wrapper will be of a size consistent with
                  other advertising placements across GO Network. In addition,
                  Content Partner acknowledges and agrees that the following
                  shall not constitute a breach of this Section 4.3.b: (a) the
                  GO.com search technology may search the sites of the Content
                  Partner Competitors and (b) the GO Entities may provide
                  search-related products that may include results from the
                  Content Partner Competitors on the Virtual Domain pages.

               c. Counting Page Views. The GO Entities will count all page views
                  on the Virtual Domain.

               d. Distribution of Content Displayed on GO Network-Wrapped Pages.
                  The GO Entities shall not have any rights pursuant to Section
                  4.2 to integrate, display or otherwise distribute Content
                  which has been distributed by Content Partner to GO Network
                  Users through the GO Network-Wrapped Pages simply as a result
                  of Content Partner's distribution of such Content through the
                  GO Network-Wrapped Pages.

        4.4    Content Guidelines; Delivery of Content; Error Correction.

               a. Content Guidelines. All Content will comply with the then
                  current Content Guidelines and Advertising Guidelines for GO
                  Network. The current forms of Content Guidelines and
                  Advertising Guidelines are set forth in Appendices F-1 and
                  F-2. The GO Entities shall have the right, but not the
                  obligation, to remove, or direct Content Partner to remove,
                  any Content, or any information or other material from any
                  Content, which the GO Entities determine to be offensive, in
                  poor taste, or otherwise objectionable or which would cause
                  one of the GO Entities to be in violation of any agreements
                  existing at the Effective Date with third parties (for
                  example, exclusivity agreements prohibiting the provision of
                  credit card services), and Content Partner shall immediately
                  comply with such request.


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               b. Delivery of Content. Content Partner will deliver to the GO
                  Entities the Content to be included on GO Network in a digital
                  format (such as HTML) or in another mutually agreeable
                  electronic format, via modem or Internet access (e.g. Internet
                  ftp or Internet e-mail). Content Partner agrees to certify
                  that all deliveries hereunder were made electronically. The
                  initial delivery of Content shall include all items listed on
                  Appendix A and shall be made no later than March 31, 2000.
                  Content Partner will provide additional Content elements and
                  make updates to the Content available to the GO Entities, and
                  the GO Entities will update the Content on GO Network, on a
                  mutually agreed upon schedule and basis.

               c. Error Correction. Content Partner shall promptly remedy and/or
                  correct any material limitations or errors in the Content.
                  Content Partner shall cooperate and assist the GO Entities by
                  promptly answering questions and complaints regarding the
                  Content. Each party shall promptly inform the other parties of
                  any event or circumstance, and provide all information
                  pertaining to such event or circumstance, related or arising
                  from this Agreement which could reasonably lead to a claim or
                  demand against the other parties by any third party.

        4.5    Marketing Agreements.

               a. Inclusion of Promotional Materials. Content Partner will
                  permit the GO Entities, The Walt Disney Company or any of The
                  Walt Disney Company's Affiliates to place promotional
                  materials in at least [*] Content Partner customer packages
                  per year. The GO Entities, The Walt Disney Company or The Walt
                  Disney Company's Affiliates, as applicable, shall be
                  responsible for providing such promotional materials. Content
                  Partner will be responsible only for labor-related costs
                  associated with including and shipping such promotional
                  materials with the Content Partner customer packages. The
                  content of such promotional materials and timing of inclusion
                  shall be subjection to approval by Content Partner, which
                  approval will not be unreasonably withheld.

               b. Online Promotions. Content Partner and the Go Entities agree
                  to create [*] online promotions, such as contests, sweepstakes
                  or games, during the Initial Term. The details of the online
                  promotions will be determined as part of the joint marketing
                  plan described in Section 4.5.c below.

               c. [*] Plan. Within [*] of the Effective Date, the GO Entities
                  and Content Partner will jointly draft and agree upon [*]
                  which may include, among other things:

                  i.   Special Content Partner offers [*] interested in pets.

                  ii.  Special Content Partner offers targeted at [*] customers.

                  iii. An opportunity for Content Partner to be an online
                       distribution source for the purchase of pet-related [*],
                       other than through [*] (online or off-line).

                  iv.  Opportunity for [*] to send [*] to its customers.

                  v.   Web casts and web chats.

               a. Coordination of [*] Efforts. The GO Entities and Content
                  Partner will coordinate and communicate [*] efforts aimed at
                  Content Partner Users in order to avoid [*]; provided however
                  that the foregoing excludes a party's [*] to a User who has
                  opted to receive [*] from such party.


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               e. Other [*]  Discussions.  The GO Entities  and Content  Partner
                  agree to discuss the following additional [*] ideas:

                  i.    Content Partner Inc. [*] in the [*].

                  ii.   Content Partner [*] within the Content Partner [*].

                  iii.  Content Partner [*] and [*] on the Content Partner [*].

                  iv.   Content Partner [*].

                  v.    Content  Partner special offers within [*] sent to
                        customers and [*] within Content  Partner [*] sent to
                        Content  Partner customers.

                  vi.   Opportunities for sponsorship around [*] sold at the
                        [*]).

                  vii.  Development of [*], possibly [*] to Content Partner.

                  viii. Development of [*] merchandise for sale in Disney
                        Stores.

                  ix.   Opportunities for event sponsorship (e.g. [*].

                  x.    Possibility for Content Partner to participate in
                        sweepstakes and/or contests with [*].

               f. Marketing and Promotions. All joint marketing and promotional
                  activities shall be subject to final approval and mutual
                  agreement of all parties involved, including, where
                  applicable, TDSO and other GO.com entities or Affiliates. No
                  party shall have any obligation to enter into joint marketing
                  and promotional activities except on terms and conditions
                  expressly agreed to in writing by such party.

        4.6    Exclusivity.

               a. Restriction on Content Partner. Content Partner agrees not to
                  enter into an agreement with any GO.com Competitor during the
                  term of this Agreement except for Standard Distribution Deals
                  unless mutually agreed to by the parties. Notwithstanding the
                  foregoing; the GO Entities acknowledge that Content Partner
                  has entered into an agreement with Blue Mountain Arts/Excite
                  which will expire on [*] which agreement will be deemed
                  exempted from the restriction set forth in this Section 4.6.a.
                  In addition, Content Partner may pursue an extension of such
                  agreement on terms and conditions substantially similar to
                  those of the current deal and excluding any provision which
                  requires Content Partner to provide exclusive content to Blue
                  Mountain Arts/Excite.

               b. Restriction on the GO Entities.

                  i.  The GO Entities agree not to enter into any strategic
                      equity relationship (i.e., of a similar nature to the
                      relationship among the parties described in this
                      Agreement) with any Content Partner Competitor during the
                      term of this Agreement. Notwithstanding the foregoing, the
                      GO Entities may make open market purchases or other
                      investments of any kind strictly for financial investment
                      purposes (i.e., unrelated to a strategic relationship).

                  ii. The GO Entities will not include advertisements or branded
                      (i.e. including attribution) content from Content Partner
                      Competitors on the pages within the Animals/Pets Channel
                      on Disney.com and the Pets Category on Family.com, or
                      successor channels/online properties designated by the GO
                      Entities; provided however that the foregoing exclusivity
                      will not apply to: (i) run-of site advertisements from
                      Content Partner Competitors or (ii) Content Partner
                      Competitors to the extent related to sales of pet supplies
                      or accessories with licensed animated characters, such as
                      a Lion King cat bowl or a 101 Dalmations dog bed. In
                      addition, the following shall not constitute a breach of
                      this Section 4.6.b.ii: (a) the GO.com search technology
                      may search the sites of the Content Partner Competitors,
                      (b) the GO Entities may provide search-related products
                      that may include results from the

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                      Content Partner Competitors on pages within the
                      Animal/Pets Channel on Disney.com and the Pets Category on
                      Family.com, and (c) the Content Partner Competitors may be
                      included in the Search Directory. As used herein, "Search
                      Directory" means the general directory on the GO Portal
                      which is currently accessed through the tab "Search."
                  iii In the event the GO Entities or their Affiliates determine
                      to make a significant product change or change of
                      strategic or product focus, for example merging two or
                      more of its online properties, which affects the
                      Animals/Pets Channel on Disney.com and/or the Pets
                      Category on Family.com, then the GO Entities' obligations
                      under Section 4.6.b.ii above shall terminate with respect
                      to the affected online property. The GO Entities and
                      Content Partner will work together to make appropriate
                      substitutions of online media placements and Content
                      Partner will be entitled to receive a [*] discount on such
                      substitutions of affected online media placements. The GO
                      Entities will not be entitled to exercise its rights
                      hereunder prior to three (3) months from the Effective
                      Date nor later than June 1, 2001.

        4.7    Technical Resources; Key Contacts; Reports.

               a. Technical Resources. Content Partner will provide sufficient
                  resources in order to implement Content and advertising
                  placements by March 31, 2000.

               b. Key Contacts. The GO Entities, on the one hand, and Content
                  Partner, on the other hand, will each appoint a single point
                  of contact to manage the relationship among the GO Entities
                  and Content Partner and will identify key contacts in product
                  development, merchandising, customer service and technical
                  support to ensure that the GO Network-Wrapped Pages are
                  working effectively. Content Partner shall further provide the
                  GO Entities with a support contact to provide 24-hour
                  emergency technical support. Until a party provides notice
                  otherwise to the other parties in accordance with Section
                  16.6, the contacts shall be as follows:

<TABLE>
<CAPTION>
                  GO Entities:                                   Content Partner:
                  -----------                                    ---------------
<S>               <C>                                     <C>
                  Relationship Manager: [*]               Relationship Manager: [*]
                  Telephone No.: [*]                      Telephone No.: [*]
                  Email address: [*]                      Email address: [*]

                  Product Development Contact: [name]     Product Development Contact: [*]
                  Albright
                  Telephone No.:                          Telephone No.: [*]
                  Email address:                          Email address: [*]

                  Merchandising: [name]                   Merchandising: [*]
                  Telephone No.:                          Telephone No.: [*]
                  Email address:                          Email address: [*]

                  Customer Service: [name]                Customer Service: [*]
                  Telephone No.:                          Telephone No.: [*]
                  Email address:                          Email address: [*]
</TABLE>


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<TABLE>
<S>               <C>                                     <C>
                  Technical Support: [name]               Technical Support: [*]
                  Telephone No.:                          Telephone No.: [*]
                  Email address:                          Email address: [*]

                  Emergency Technical Support Contact     Emergency Technical Support Contact
                  (24) hours):                                   (24 hours): [*]
                  Telephone No.:                          Telephone No.: [*]
                                                          (40 character limit)
                  Email address:                          Email address: [*]
</TABLE>

               c. Reports. Content Partner will provide monthly traffic reports
                  to the GO Entities containing the number of visitors to the GO
                  Network-Wrapped Pages, the number of Content Partner Users and
                  such other information as the GO Entities reasonably request
                  related to Users and usage of the GO Network-Wrapped Pages.
                  Reports hereunder will be due within ten (10) business days
                  after the end of the month to which such report relates.

        4.8    Ownership of Intellectual Property. For content or promotions
               developed by Content Partner solely for distribution, display or
               other use on GO Network or by the GO Entities, which has not been
               already incorporated into the Content Partner Service, the GO
               Entities shall own all design, technology, code and other
               materials produced in relation to this Agreement. Except as set
               forth herein, for all content or promotions not created by
               Content Partner solely for distribution, display or other use on
               GO Network or by the GO Entities, the party creating such content
               or promotion shall own such content or promotion, including all
               related intellectual property rights. If content or promotions
               are jointly created by Content Partner and one or more of the GO
               Entities, then the GO Entities will own such content or
               promotion, including all related intellectual property right;
               provided however that the GO Entities may not license or
               otherwise provide such content or promotions to Content Partner
               Competitors during the term of this Agreement. In clarification
               and not in modification of the foregoing, each party shall retain
               all rights for copyrighted material and Trademarks and the GO
               Entities shall not have any ownership rights to the Pets.com,
               Inc. Sock Puppet and Content Partner will not have any ownership
               rights to any character owned or controlled by The Walt Disney
               Company during or after the term of this Agreement.

        4.9    Linking. Content Partner agrees not to override browser back
               button functionality to prevent Users who link to the Content
               Partner Service from GO Network from returning to GO Network.

        4.10   Costs. Each party will be responsible for its respective
               telecommunications charges with respect to the provision of
               respective portions of the Content to Infoseek and to Users.

ARTICLE 5      SHOPPING/E-COMMERCE

        5.1    GO Network Commerce Areas. The following shopping areas currently
               exist on the GO Network Portal, Family.com and Disney.com: GO
               Shopping (currently at shop.go.com), FamilySHOP, and TDSO.

        5.2    Content Partner Placement in GO Network Commerce Areas. Content
               Partner will have placement in TDSO (if and as agreed as part of
               the marketing agreements described in Section 4.5) and
               FamilySHOP, and, following the expiration or termination of the
               [*] Agreement, on GO Shopping. Content Partner Content will be
               included in the rotation for the

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               "Deal of the Week" feature of the FamilySHOP area on the
               Family.com home page or other comparable feature. Except as
               expressly set forth herein, placement of promotions on GO Network
               shall be at the discretion of the GO Entities. Any placements of
               Content in GO Network Commerce Areas will be subject to the
               standard terms and conditions, if any, governing content
               placement in such Commerce Areas.

        5.3    Commerce Transactions/ Content. Content Partner placement of
               Content on GO Network commerce areas, including placement on
               FamilySHOP and other BVIG commerce areas, will be on terms and
               conditions mutually agreed; provided however that the following
               provision shall govern Content Placement on FamilySHOP and other
               BVIG commerce areas:

               a. Order Fulfillment. Content Partner shall be solely responsible
                  for (i) processing and fulfilling all orders made through the
                  Content Partner Service or the GO Network-Wrapped Pages, (ii)
                  all accounting with respect to such orders, and (c) all
                  customer service and support with respect to such orders,
                  purchases and returns. Content Partner shall provide all of
                  the foregoing services at the highest levels of quality
                  consistent with the BVIG name and the Walt Disney Company
                  reputation. Content Partner acknowledges and agrees that it is
                  solely responsible for the security of any transactions
                  initiated within the Content Partner Service.

ARTICLE 6      LICENSE

        6.1    Grant of License by Content Partner. Subject to the terms and
               conditions of this Agreement, Content Partner hereby grants to
               the GO Entities and their respective Affiliates, a fully-paid,
               worldwide (to the extent necessary to implement this Agreement),
               limited, non-exclusive, non-transferable right and license,
               without right to sub-license, to use, reproduce, incorporate,
               integrate and distribute the Content on GO Network and a license
               and right to use Content Partner's trade names, trade dress, and
               trademarks as reasonably necessary with respect to the display
               and use of the Content on GO Network in accordance with the terms
               of this Agreement during the term of this Agreement.

        6.2    Grant of License by Infoseek. Subject to the terms and conditions
               of this Agreement, Infoseek hereby grants to Content Partner a
               fully-paid, worldwide (to the extent necessary to implement this
               Agreement) limited, non-exclusive, non-transferable right and
               license, without right to sub-license, to use, reproduce,
               incorporate, integrate and distribute the GO Wrapper and related
               GO Network Trademarks solely on the GO Network Wrapped Pages in
               accordance with the terms of this Agreement or as otherwise
               expressly approved in writing by Infoseek during the term of this
               Agreement.

        6.3    Acknowledgment by GO Entities. The GO Entities acknowledge that
               except as expressly set forth in Section 6.1 above, they may not
               use the Content Partner name or other Trademarks owned by Content
               Partner without Content Partner's prior written permission.

        6.4    Acknowledgment by Content Partner. Content Partner acknowledges
               that, except as expressly set forth in Appendix G, it may not use
               The Walt Disney Company name or, except as expressly set forth in
               Section 6.2 above or Appendix G, Trademarks owned by The Walt
               Disney Company or the GO Entities, without the prior written
               permission of The Walt Disney Company or the GO Entities, as
               applicable.


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ARTICLE 7      USER DATA

        7.1    User Registration.

               a. Privacy Policy. Content Partner shall ensure that its privacy
                  policy applicable to the Content Partner Service, to the
                  extent applicable to its performance under this Agreement, is
                  substantially consistent with the privacy policy of GO
                  Network, as may be changed from time to time, including,
                  without limitation, including a mechanism that allows Users to
                  opt out of sharing of User data with third parties.

               b. User Registration Experience. The User registration experience
                  that shall be implemented  pursuant to this Agreement shall be
                  as follows:

                  i.  "Global Registration". An unregistered User on GO Network
                      or on a GO Network-Wrapped Page hosted by Content Partner
                      who encounters Content Partner functionality or Content
                      that provides the User with an opportunity to register
                      will be presented with a standard series of GO Network
                      user registration screens, the first of which explains
                      that this is a simultaneous registration for Content
                      Partner and GO Network. The User then has the option to
                      continue to register or to click back to his/her original
                      starting point. If the User responds "yes", then the
                      User's data will go simultaneously to Content Partner and
                      the GO Entities. If the User elects to opt-in to
                      simultaneous registration, the User shall only be required
                      to execute "one click" to transfer the registration data
                      to Content Partner ("Global Registration"). It is
                      anticipated that Global Registration will be required only
                      for certain joint promotions.

                  ii. "GO-Tagged Users". A User originating from GO Network and
                      Linking to the Content Partner Service shall be identified
                      in the Content Partner User database as originating from
                      GO Network and will be tagged as a "GO-Tagged User."
                      Content Partner represents that it has the technology to
                      identify GO-Tagged Users.

        7.2    Ownership of User Data

               a. Content Partner and the GO Entities shall jointly own all
                  right, title and interest in all User data generated on GO
                  Network-Wrapped Pages hosted by Content Partner and User data
                  for GO-Tagged Users ("Content Partner Users") who register on
                  the Content Partner Service. In clarification of the
                  foregoing, the parties will not jointly own User data for
                  GO-Tagged Users which data is generated on pages in GO Network
                  not hosted by Content Partner. Content Partner shall make
                  available to the GO Entities, via a method and timing to be
                  mutually agreed upon, all first and last names and email
                  addresses from each such Content Partner User provided that
                  such User has not opted out of sharing his/her data with third
                  parties and provided such disclosure is not prohibited by law
                  or regulation. In addition, except as prohibited by law and
                  provided the User has not opted out of sharing his/her data,
                  Content Partner may, to the extent not in violation of Content
                  Partner's privacy policy, provide to the GO Entities all
                  available data concerning Users who access the Content Partner
                  Service and/or the Content from GO Network, concerning
                  products and/or services purchased by such Users, survey and
                  promotion responses, and other demographic information
                  concerning such Users. The parties agree that they will not
                  sell or share Content Partner User data during the term of the
                  Agreement or thereafter; provided however that a party may
                  disclose such aggregate information to third parties as it
                  deems appropriate in connection with its operations. Aggregate
                  information described hereunder will include only such
                  statistical information which relates to a broad category of
                  Content Partner Users such as gender, age range or level of
                  education and which is generic enough so as not to identify
                  particular Users.


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               b. The GO Entities shall own all right, title and interest in and
                  to and the exclusive right to use all data concerning Users
                  which data is generated on all pages of GO Network hosted by
                  the GO Entities.

               c. Content Partner shall own all right, title and interest in and
                  to and the exclusive right to use all data concerning Users
                  which data is generated on all pages of the Content Partner
                  Service, except for jointly-owned User data as specifically
                  described in Section 7.2.a above.

        7.3    Use of User Data.

               a. Content Partner shall not specifically target or invite Users
                  co-owned with the GO Entities to visit a GO.com Competitor at
                  any time during the term of this Agreement.

               b. [*] will not specifically [*] with [*] via [*] at any time
                  during the term of this Agreement; provided however, that [*]
                  may take such [*] as it reasonably deems necessary or
                  appropriate to comply with its obligations under the [*].

ARTICLE 8      FEES AND PAYMENTS

        8.1    Payments. Content Partner will make payments to Infoseek in the
               amounts and at the times specified in Appendix D-3. Content
               Partner will be responsible for the proper payment of all taxes,
               including sales, excise and value added taxes, which may be
               levied in connection therewith, exclusive of taxes based upon
               Infoseek's net income.

        8.2    Wire Transfers. All payments made to Infoseek hereunder shall be
               made via wire transfer in accordance with the following
               instructions, or such other instructions as may be provided to
               Content Partner in writing by an authorized representative of
               Infoseek:

                      Wire transfer, EFT/ACH Payment remittance instructions:
                      Bank of America
                      San Francisco, California
                      ABA Number:     121000358
                      Account Name: Infoseek Corporation
                      Account Number:  12335-30390
                      Swift ID:   BOFAUS6S

ARTICLE 9      CONFIDENTIAL INFORMATION

        9.1    Disclosures. The GO Entities, on the one hand, or Content
               Partner, on the other hand, may disclose to the other (the
               "Receiving Party") certain information that the disclosing party
               deems to be confidential and proprietary, including technical and
               other business information of the disclosing party that is not
               generally available to the public ("Confidential Information").
               Confidential Information shall include the terms and conditions
               of this Agreement.

        9.2    Obligations of Receiving Party. The Receiving Party agrees to use
               Confidential Information solely in conjunction with its
               performance under this Agreement and not to disclose or otherwise
               use such information in any fashion. The Receiving Party,
               however, will not be required to keep confidential such
               Confidential Information that becomes generally available without
               fault on its part; is already rightfully in the Receiving Party's
               possession without restriction prior to its receipt from the
               disclosing party; is independently developed by the Receiving
               Party; is rightfully obtained by the Receiving Party from third
               parties without

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               restriction; or is otherwise required to be disclosed by law or
               judicial process. In the event disclosure of Confidential
               Information, including the terms and conditions of this
               Agreement, is required by law or judicial process, the Receiving
               Party shall promptly notify the disclosing party of such
               requirement and provide the disclosing party with a timely and
               reasonable opportunity to review the proposed disclosure in
               advance and will cooperate with the disclosing party to limit the
               scope of disclosure or seek confidential treatment of material
               required to be disclosed, if confidential treatment is available.

        9.3    Limitations. Unless required by law or to assert its rights under
               this Agreement, and except for disclosure on a "need to know
               basis" to its own employees, and its legal, investment, financial
               and other professional advisers on a confidential basis, each
               party agrees not to disclose the terms of this Agreement or
               matters related thereto without the prior written consent of the
               other party.

ARTICLE 10     REPRESENTATIONS AND WARRANTIES

        10.1   Content Partner. Content Partner represents, warrants and
               covenants to the GO Entities and their respective Affiliates that
               it is the owner of the Content and/or has the right to grant the
               rights hereunder. Content Partner represents, warrants and
               covenants to the GO Entities and their respective Affiliates that
               it holds the necessary rights to permit the use of the Content by
               the GO Entities and their respective Affiliates for the purpose
               of this Agreement; that its entry into this Agreement does not
               violate any agreement with any other party; that its performance
               under this Agreement will conform to applicable laws and
               government rules and regulations; and that, to the best of its
               knowledge after reasonable inquiry, the Content is true, accurate
               and does not contain material omissions. Content Partner further
               represents, warrants, and covenants to the GO Entities and their
               respective Affiliates that the use, reproduction, distribution,
               transmission, or display of the Content and Content Partner's
               Trademarks, Content Partner's collection and use of Content
               Partner User Data and the sale of products and services by
               Content Partner as contemplated in this Agreement will not (a)
               violate any laws or any rights of any third parties, including,
               but not limited to, such violations as infringement or
               misappropriation of any copyright, patent, trademark, trade
               dress, trade secret, music, image, or other proprietary or
               property right, false advertising, unfair competition,
               defamation, invasion of privacy or publicity rights, moral or
               otherwise, or rights of celebrity, violation of any
               antidiscrimination law or regulation, or any other right of any
               person or entity; or (b) contain any material that is: unlawful,
               harmful, fraudulent, threatening, abusive, harassing, defamatory,
               vulgar, obscene, profane, hateful, racially, or ethnically
               objectionable, including, without limitation, any material that
               supports, promotes or otherwise encourages wrongful conduct that
               would constitute a criminal offense, give rise to civil
               liability, or otherwise violate any applicable local, state,
               national or international laws.

        10.2   Year 2000 - Content Partner. Content Partner represents, warrants
               and covenants that, to the best of its knowledge after reasonable
               inquiry, the systems and technology utilized to operate the
               Content Partner Service (including, without limitation, order
               fulfillment systems relating to products sold by Content Partner,
               if any) are compliant with the following Year 2000 requirements:
               (a) the occurrence in or use by such systems of dates before, on
               or after January 1, 2000 will not adversely affect the
               performance of such systems with respect to date-dependent data,
               computations, output, or other functions (including, without
               limitations, calculating, comparing and sequencing); and (b) such
               systems will not abnormally end or provide invalid or incorrect
               results as a result of date dependent data.

        10.3   BVIG. BVIG represents, warrants and covenants to Content Partner
               that its entry into this Agreement does not violate any agreement
               with any other party, that it has the full right, power and
               authority to enter into this Agreement and to perform the acts
               required of it


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               hereunder, and that BVIG Content will not (a) violate any laws or
               any rights of any third parties, including, but not limited to,
               such violations as infringement or misappropriation of any
               copyright, patent, trademark, trade dress, trade secret, music,
               image, or other proprietary or property right, false advertising,
               unfair competition, defamation, invasion of privacy or publicity
               rights, moral or otherwise, or rights of celebrity, violation of
               any antidiscrimination law or regulation, or any other right of
               any person or entity; or (b) contain any material that is:
               unlawful, harmful, fraudulent, threatening, abusive, harassing,
               defamatory, vulgar, obscene, profane, hateful, racially, or
               ethnically objectionable, including, without limitation, any
               material that supports, promotes or otherwise encourages wrongful
               conduct that would constitute a criminal offense, give rise to
               civil liability, or otherwise violate any applicable local,
               state, national or international laws. As used herein, "BVIG
               Content" means any content on the Disney.com and Family.com pages
               where Content is distributed that has been authored and created
               solely by BVIG.

        10.4   Infoseek. Except with respect to the litigation involving
               Goto.com which has previously been disclosed to Content Partner,
               Infoseek represents, warrants and covenants to Content Partner
               that its entry into this Agreement does not violate any agreement
               with any other party, that it has the full right, power and
               authority to enter into this Agreement and to perform the acts
               required of it hereunder, and that Infoseek Content will not (a)
               violate any laws or any rights of any third parties, including,
               but not limited to, such violations as infringement or
               misappropriation of any copyright, patent, trademark, trade
               dress, trade secret, music, image, or other proprietary or
               property right, false advertising, unfair competition,
               defamation, invasion of privacy or publicity rights, moral or
               otherwise, or rights of celebrity, violation of any
               antidiscrimination law or regulation, or any other right of any
               person or entity; or (b) contain any material that is: unlawful,
               harmful, fraudulent, threatening, abusive, harassing, defamatory,
               vulgar, obscene, profane, hateful, racially, or ethnically
               objectionable, including, without limitation, any material that
               supports, promotes or otherwise encourages wrongful conduct that
               would constitute a criminal offense, give rise to civil
               liability, or otherwise violate any applicable local, state,
               national or international laws. As used herein, "Infoseek
               Content" means any content on the GO Wrapper that has been
               authored and created solely by Infoseek.

ARTICLE 11     LIMITATION OF LIABILITY; DISCLAIMER

        11.1   NO CONSEQUENTIAL DAMAGES. EXCEPT FOR A PARTY'S LIABILITY FOR
               THIRD PARTY CLAIMS AS SPECIFIED IN ARTICLE 15 BELOW, OR A PARTY'S
               BREACH OF ARTICLE9, OR DAMAGES ARISING FROM PERSONAL INJURY, IN
               NO EVENT SHALL A PARTY HERETO OR ITS AFFILIATES BE LIABLE TO
               ANOTHER PARTY HERETO OR ITS AFFILIATES FOR ANY SPECIAL, INDIRECT,
               CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE, EVEN IF SUCH
               PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
               THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER
               FAULT OF A PARTY HERETO AND REGARDLESS OF WHETHER SUCH LIABILITY
               SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY
               OTHER THEORY OF LIABILITY.

        11.2   DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 10, NO PARTY
               HERETO MAKES ANY, AND EACH PARTY ACKNOWLEDGES THAT EACH OTHER
               PARTY HAS NOT MADE ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY,
               REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING GO
               NETWORK, THE CONTENT PARTNER SERVICE, THE CONTENT, OR THE
               OPERATION OF THE CONTENT ON GO NETWORK, INCLUDING, BUT NOT
               LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR
               A PARTICULAR PURPOSE.


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ARTICLE 12     TERM AND TERMINATION

        12.1   Term. This Agreement shall be effective on the Effective Date and
               shall continue in force for an initial term ending [*] from the
               Effective Date (the "Initial Term"). Upon prior mutual written
               agreement, the term of this Agreement may be renewed at the end
               of the Initial Term and each anniversary date thereafter for one
               (1) year renewal terms.

        12.2   Termination. This Agreement may be terminated as follows:

               a. For Breach. Content Partner, on the one hand, and the GO
                  Entities, on the other hand, will have the right to terminate
                  this Agreement upon thirty (30) days prior written notice if a
                  GO Entity, on one hand, or Content Partner, on the other hand,
                  is in default of any obligation herein, including failure of
                  Content Partner to provide the Content, and such breach is
                  incapable of being cured within thirty (30) days, or if such
                  breach is capable of cure within thirty (30) days, such breach
                  is not cured within thirty (30) days (or fourteen (14) days
                  with respect to any default in any payment obligation) after
                  receipt of written notice of such default from the
                  non-defaulting party/parties. The non-defaulting party/parties
                  may authorize an additional cure period in its/their sole
                  discretion.

               b. Performance.

                  i.  By Content Partner. If the Content Partner Service or GO
                      Network-Wrapped Pages hosted by Content Partner do not
                      meet the following performance standards (which shall be
                      measured by the GO Entities), and such failure is not due
                      to force majeure events or the failure of any third party
                      services, hardware, software or telecommunications systems
                      not controlled by Content Partner, one or both of the GO
                      Entities shall notify the Content Partner in writing and
                      Content Partner shall cure the breach within 24 hours. In
                      the event of more than 3 performance failures pursuant to
                      this Section 12.2.b.i in any 30 day period, the GO
                      Entities shall have the right to terminate, without
                      providing an opportunity to cure. Termination of this
                      Agreement shall be the GO Entities' sole remedy for such
                      performance failures. The performance standards are as
                      follows:

                      A.  Uptime/Downtime. Excluding maintenance downtime, the
                          Content Partner Service and GO Network-Wrapped Pages
                          hosted by Content Partner will have a minimum uptime
                          operation of [*] percent (downtime of [*] percent)
                          measured quarterly. Downtime shall mean any 30 second
                          interval in which the Content Partner Service is not
                          able to process queries.

                      B.  Unscheduled Downtime Limits. The Content Partner
                          Service and GO Network-Wrapped Pages hosted by Content
                          Partner will not have aggregate unscheduled downtime
                          exceeding [*] hours per quarter.

                      C.  Maintenance Downtime. The Content Partner Service and
                          GO Network-Wrapped Pages hosted by Content Partner may
                          be disabled for up to 3 hours per month for
                          maintenance. All maintenance downtimes will occur
                          between 9:00 p.m. and 6:00 a.m. Pacific time (Standard
                          or Daylight as applicable).

               ii.    By the GO Entities. If the pages in the GO Network hosted
                      by Infoseek or BVIG which prominently display Content (the
                      "GO-Hosted Pages") do not meet the following performance
                      standards and such failure is not due to force majeure
                      events

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                          or the failure of any third party services, hardware,
                          software or telecommunications systems not controlled
                          by the GO Entity hosting the GO-Hosted Pages, Content
                          Partner notify the GO Entity hosting the GO-Hosted
                          Pages in writing and such GO Entity shall cure the
                          breach within 24 hours. In the event of more than 3
                          performance failures pursuant to this Section
                          12.2.b.ii in any 30 day period, Content Partner shall
                          have the right to terminate, without providing an
                          opportunity to cure. Termination of this Agreement
                          shall be Content Partner's sole remedy for such
                          performance failures. The performance standards are as
                          follows:

                      A.  Uptime/Downtime. Excluding maintenance downtime, the
                          GO-Hosted Pages will have a minimum uptime operation
                          of [*] percent (downtime of [*] percent) measured
                          quarterly. Downtime shall mean any 30 second interval
                          in which the GO-Hosted Pages are not able to process
                          queries.

                      B.  Unscheduled Downtime Limits. The GO-Hosted Pages will
                          not have any aggregate unscheduled downtime exceeding
                          [*] hours per quarter.

                      C.  Maintenance Downtime. The GO-Hosted Pages may be
                          disabled for up to 3 hours per month for maintenance.

        12.3   Effect of Termination.

               a. Transition Period. At least ninety (90) days prior to
                  termination, the parties will effect the following transition
                  process:

                  i.   The parties will inventory all material online Content
                       being exchanged and will jointly draft a Content
                       transition plan for material Content Partner Content that
                       will not remain on the GO Network beyond the termination
                       of the Agreement.

                  ii.  The parties will inventory any products and promotions
                       that have been jointly developed and (A) agree upon a
                       termination date by which such products can no longer be
                       sold and promotions can no longer run, respectively.

                  iii. Either party holding any surplus product or promotional
                       inventory bearing Trademarks, or other copyrighted
                       material of the other parties will destroy such product
                       or promotional inventory within 30 days of termination of
                       this Agreement unless mutually agreed.

                  iv.  Content Partner will make one final transfer of all the
                       names and email addresses of Content Partner Users (in
                       accordance with and as described in Section 7.2).

               b. Survival. The following provisions of this Agreement shall
                  survive the termination or expiration of this Agreement:
                  Article 1, Article 2, Section 4.8, Section 7.2.a (first
                  sentence and last two sentences) and Section 7.2.b, Article 8:
                  Fees and Payments (as to fees accrued prior to termination or
                  expiration), Article 9: Confidential Information, Article 10:
                  Representations and Warranties (as to claims arising prior to
                  termination or expiration or claims based on events arising
                  prior to termination or expiration), Article 11: Limitation of
                  Liability; Disclaimer, Section 12.3: Term and Termination -
                  Effect of Termination, Article 14: Publicity (other than first
                  two sentences), Article 15: Indemnification and Article 16:
                  General Terms and Conditions.

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               c. Return of Materials. Upon the termination or expiration of
                  this Agreement, each party shall (i) promptly return all
                  Confidential Information, and other information, documents,
                  manuals and other materials belonging to the other parties,
                  except as may be otherwise provided in this Agreement; and
                  (ii) promptly remove the other parties' content, branding,
                  links, and any other material provided under this Agreement.

ARTICLE 13     FORCE MAJEURE

        No party hereto will be liable for delay or default in the performance
        of its obligations under this Agreement (other than for non-payment) if
        such delay or default is caused by conditions beyond its reasonable
        control, including, but not limited to, fire, flood, accident,
        earthquakes, telecommunications line failures, storm, acts of war, riot,
        government interference, strikes and/or walk-outs. In the event of a
        force majeure event which lasts longer than thirty (30) days, a party
        not experiencing the force majeure event may terminate this Agreement
        upon prior written notice to the other parties.

ARTICLE 14     PUBLICITY

        The parties will draft a joint press release to announce the execution
        of this Agreement to be issued at a mutually agreed upon time. The GO
        Entities will use commercially reasonable efforts to approve such joint
        press release for issuance within one week of the Effective Date. Except
        as expressly set forth herein or as described on Appendix G, Content
        Partner shall not issue or permit the issuance of any press release or
        publicity regarding or grant any interview, or make any public
        statements whatsoever concerning, this Agreement, GO Network or the GO
        Entities (or their respective Affiliates) without prior coordination
        with and written approval from the GO Entities, which approval may be
        granted or withheld in such GO Entity's sole discretion. Except as
        expressly set forth herein, the GO Entities shall not issue or permit
        the issuance of any press releases or publicity regarding, or grant any
        interview, or make any public statements whatsoever concerning this
        Agreement or Content Partner without prior coordination with and written
        approval from Content Partner, which approval may be granted or withheld
        in Content Partner's sole discretion. All Content Partner endorsements
        and public statements concerning this Agreement must receive the GO
        Entities' prior review and approval; provided however that all items
        attached hereto as Appendix G shall be deemed approved. Notwithstanding
        the foregoing, Content Partner shall not state or imply, in
        advertisements, writings, or otherwise, that a GO Entity or its
        respective Affiliates endorse Content Partner's products or services or
        any other product or service.

ARTICLE 15     INDEMNIFICATION

        15.1   Content Partner. Content Partner agees to defend, indemnify and
               hold the GO Entities and their respective officers, directors,
               agents, employees, and Affiliates harmless from and against any
               and all claims, demands, liabilities, actions, judgments, and
               expenses, including reasonable fees and expenses of attorneys,
               paralegals and other professionals, arising out of or related to
               (i) any breach or alleged breach of any of Content Partner's
               representations and warranties set forth in Section 10.1; (ii)
               any injury to person or property caused by any products or
               services sold by Content Partner, or any User's use of or
               reliance on the Content; (iii) any injury to person or property
               caused by any products or services sold through the Content; (iv)
               any other claim with respect to Content Partner, the Content, or
               products or services sold by or through Content Partner or its
               agents, or (v) Content Partner's sales or marketing practices.
               Content Partner shall bear full responsibility for the defense
               (including any settlements) of any such claim; provided, however,
               that (a) Content Partner shall keep the GO Entities (as
               applicable) informed of, and consult with the GO Entities (as
               applicable) in connection with, the progress of such litigation
               or settlement; and (b) Content Partner shall not have any right,
               without the written consent of the Go Entities (as applicable),
               to settle any such claim if such settlement arises from or is
               part of any


                                      -18-
<PAGE>   19


               criminal action, suit or proceeding or contains a stipulation to
               or admission or acknowledgment of, any liability or wrongdoing
               (whether in contract, tort or otherwise) on the part of the GO
               Entities (as applicable) or their respective Affiliates or
               otherwise requires the GO Entities (as applicable) or their
               respective Affiliates to take or refrain from taking any material
               action (such as the payment of fees).

        15.2   BVIG. BVIG agrees to defend, indemnify and hold Content Partner
               and its officers, directors, agents and employees harmless from
               and against any and all claims, demands, liabilities, actions,
               judgments, and expenses, including reasonable fees and expenses
               of attorneys, paralegals and other professionals, arising out of
               or related to any breach or alleged breach of any of BVIG's
               representations and warranties set forth in Section 10.3. BVIG
               shall bear full responsibility for the defense (including any
               settlements) of any such claim; provided, however, that (a) BVIG
               shall keep Content Partner informed of, and consult with Content
               Partner in connection with, the progress of such litigation or
               settlement; and (b) BVIG shall not have any right, without
               Content Partner's written consent, to settle any such claim if
               such settlement arises from or is part of any criminal action,
               suit or proceeding or contains a stipulation to or admission or
               acknowledgment of, any liability or wrongdoing (whether in
               contract, tort or otherwise) on the part of Content Provider or
               otherwise requires Content Partner to take or refrain from taking
               any material action (such as the payment of fees).

        15.3   Infoseek. Infoseek agrees to defend, indemnify and hold Content
               Partner and its officers, directors, agents and employees
               harmless from and against any and all claims, demands,
               liabilities, actions, judgments, and expenses, including
               reasonable fees and expenses of attorneys, paralegals and other
               professionals, arising out of or related to any breach or alleged
               breach of any of Infoseek's representations and warranties set
               forth in Section 10.4. Infoseek shall bear full responsibility
               for the defense (including any settlements) of any such claim;
               provided, however, that (a) Infoseek shall keep Content Partner
               informed of, and consult with Content Partner in connection with,
               the progress of such litigation or settlement; and (b) Infoseek
               shall not have any right, without Content Partner's written
               consent, to settle any such claim if such settlement arises from
               or is part of any criminal action, suit or proceeding or contains
               a stipulation to or admission or acknowledgment of, any liability
               or wrongdoing (whether in contract, tort or otherwise) on the
               part of Content Provider or otherwise requires Content Partner to
               take or refrain from taking any material action (such as the
               payment of fees).

ARTICLE 16     GENERAL TERMS AND CONDITIONS

        16.1   Independent Contractors. The parties to this Agreement are
               independent contractors. No party hereto is an agent,
               representative or partner of the other parties hereto. No party
               hereto shall have any right, power or authority to enter into any
               agreement for or on behalf of, or to incur any obligation or
               liability for, or to otherwise bind, the other parties hereto.
               This Agreement shall not be interpreted or construed to create an
               association, joint venture, co-ownership, co-authorship, or
               partnership among the parties or to impose any partnership
               obligation or liability upon any other party hereto.

        16.2   No Assignment. No party hereto shall assign, sublicense or
               otherwise transfer (voluntarily, by operation of law, through a
               change of control or otherwise) this Agreement or any right,
               interest or benefit under this Agreement, without the prior
               written consent of the other parties hereto; provided, however,
               that a party hereto may assign this Agreement to any entity that
               acquires all or substantially all of the assets or shares of such
               party; provided that the acquiring entity is not (i) [*] or
               (ii) [*]. Any attempted assignment, sublicense or transfer by a
               party in derogation

* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -19-
<PAGE>   20

               hereof shall be null and void. Subject to the foregoing, this
               Agreement shall be fully binding upon, inure to the benefit of
               and be enforceable by the parties hereto and their respective
               successors and assigns.

        16.3   No Modifications. No change, amendment or modification of any
               provision of this Agreement or waiver of any of its terms will be
               valid unless set forth in writing and signed by the party to be
               bound thereby.

        16.4   Governing Law. This Agreement shall be interpreted, construed and
               enforced in all respects in accordance with the laws of the State
               of California. Each party hereto irrevocably consents to the
               exclusive jurisdiction of any state or federal court for or
               within Santa Clara County, California over any action or
               proceeding arising out of or related to this Agreement, and
               waives any objection to venue or inconvenience of the forum in
               any such court.

        16.5   No Waiver. The failure of a party to insist upon or enforce
               strict performance by another party of any provision of this
               Agreement or to exercise any right under this Agreement shall not
               be construed as a waiver or relinquishment to any extent of such
               party's right to assert or rely upon any such provision or right
               in that or any other instance; rather the same shall be and
               remain in full force and effect.

        16.6   Notices. Any notice, approval, request, authorization, direction
               or other communication under this Agreement shall be given in
               writing, will reference this Agreement, and shall be deemed to
               have been delivered and given (a) when delivered personally; (b)
               three (3) business days after having been sent by registered or
               certified U.S. mail, return receipt requested, postage and
               charges prepaid; or (c) one (1) business day after deposit with a
               commercial overnight courier, with written verification of
               receipt. All communications will be sent to the addresses set
               forth below or to such other address as may be designated by a
               party by giving written notice to the other parties pursuant to
               this Section 16.6.

               If to BVIG:                         If to Content Partner:
               Buena Vista Internet Group          Pets.com, Inc.
               [*]                                 435 Brannan Street
               [*]                                 San Francisco, CA 94107
               Attention: Legal Department         Attention: President
               Tel: [*]                            Tel: (415) 222-9999

               If to Infoseek:
               Infoseek Corporation
               [*]
               [*]
               Attention: Legal Department
               Tel: [*]

        16.7   Entire Agreement. This Agreement and the Appendices attached
               hereto and incorporated herein by reference constitutes the
               entire agreement between the parties and supersede any and all
               prior agreements or understandings between the parties with
               respect to the subject matter hereof. No party hereto shall be
               bound by, and each party specifically objects to, any term,
               condition or other provision or other condition which is
               different from or in addition to the provisions of this Agreement
               (whether or not it would materially alter this Agreement) and
               which is proffered by another party hereto in any purchase order,
               correspondence or other document, unless the party to be bound
               thereby specifically agrees to such provision in writing.

* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -20-
<PAGE>   21

        16.8   Headings/Construction. The headings used in this Agreement are
               for convenience only and are not to be construed to have legal
               significance. In the event that any provision of this Agreement
               conflicts with the law under which this Agreement is to be
               construed or if any such provision is held invalid by a court
               with jurisdiction over the parties to this Agreement, such
               provision shall be deemed to be restated to reflect as nearly as
               possible the original intentions of the parties in accordance
               with applicable law, and the remainder of this Agreement shall
               remain in full force and effect.

        16.9   Counterparts; Facsimile Signatures. This Agreement may be
               executed in counterparts which taken together shall be regarded
               as one and the same Agreement. A party's facsimile signature will
               be deemed a binding acceptance of this Agreement by such party.


BUENA VISTA INTERNET GROUP                  PETS.COM, INC.


By: /s/ Mort Marcus                         By: /s/ Paul Manca
   ------------------------------------        ---------------------------------
    Authorized Signature                        Authorized Signature

Print Name:  Mort Marcus                    Print Name:  Paul Manca
           ----------------------------                -------------------------
Title:                                      Title:  CFO
      ---------------------------------           ------------------------------
Date:                                       Date:  1/17/00
     ----------------------------------          -------------------------------


INFOSEEK CORPORATION


By: /s/ Mort Marcus
   ------------------------------------
    Authorized Signature

Print Name:  Mort Marcus
           ----------------------------
Title:
      ---------------------------------
Date:
     ----------------------------------