EXHIBIT 10.32



 Exhibit 10.32 
 THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [****]. 
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 NINTH AMENDMENT TO AMENDED AND RESTATED 
 INTERACTIVE MARKETING AGREEMENT 
 This Ninth Amendment
to Amended and Restated Interactive Marketing Agreement (this “Ninth Amendment”) is entered into as of December 15, 2005 (the “Amendment Nine Effective Date”) by and between AMERICA ONLINE, INC., (“AOL”) a Delaware
corporation, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View,
California 94043 (“Google”). 
 INTRODUCTION 
 The Parties hereto wish to further amend certain Amended and Restated Interactive Marketing Agreement effective as of October 1, 2003,
as amended (the “IMA”) as amended previously by that certain First Amendment to the Amended and Restated Interactive Marketing Agreement effective as of December 15, 2003 (the “First Amendment”), that Second Amendment to
Amended and Restated Interactive Marketing Agreement effective as of March 30, 2004 (the “Second Amendment”), that Third Amendment to Amended end Restated Interactive Marketing Agreement effective as of April 7, 2004 (the
“Third Amendment”), that Fourth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 1, 2004 (the “Fourth Amendment”), that Fifth Amendment to Amended and Restated Interactive Marketing
Agreement effective as of June 14, 2004 (the “Fifth Amendment”), that Sixth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 17, 2004 (the “Sixth Amendment”), that Seventh
Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 28, 2005 (the “Seventh Amendment”), and that Eighth Amendment to Amended and Restated Interactive Marketing Agreement effective as of
April 28, 2005 (the “Eighth Amendment”), and that Addendum One to the Second Amendment to Amended and Restated Interactive Marketing Agreement dated October 5, 2004 (“Addendum One”) (the IMA and such amendments and
addendum, collectively the “Existing Agreement”). Capitalized terms not defined in this Ninth Amendment shall have the meanings set forth in the Existing Agreement. 
 AGREEMENT 
 Now therefore, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby amend the Existing Agreement as follows: 
 1. Date of Addendum One. In the Introduction of the Eighth Amendment, the date of Addendum One “September 23, 2004” shall be deleted and replaced with: “October 5, 2004”. 
 2. First Amendment Term. The First Amendment Term, as defined in Section 4 of the First Amendment, is hereby extended through December 16,
2006. For the avoidance of doubt, the “First Amendment Term” shall apply to all terms and conditions set forth in the Agreement associated with the display of Content Targeted Advertisements, as defined in the First Amendment. In
connection with the extension of the First Amendment Term, the end dates for all line items in the carriage plans described in Exhibit A to this Ninth Amendment are hereby extended through December 16, 2006. 
 3. Order of Precedence. This Ninth Amendment is supplementary to and modifies the Existing Agreement. The terms of this Ninth Amendment supersede
provisions in the Existing Agreement only to the extent that the terms of this Ninth Amendment and the Existing Agreement expressly conflict. However, nothing in this Ninth Amendment shall be interpreted as invalidating the Existing Agreement, and
provisions of the Existing Agreement shall continue to govern relations between the Parties insofar as they do not expressly conflict with this Ninth Amendment. Furthermore, for the avoidance of doubt, any amendments or other changes made to any
terms of the Existing Agreement under this Ninth Amendment shall be interpreted to have full force and effect on any other relevant provisions of the Existing Agreement (including, but not limited to, Definitions, Exhibits, and schedules related
thereto), which reference or rely on such amended or changed

  


					
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terms. 
 4. Counterparts; Facsimile. This Ninth Amendment may be executed in
counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Ninth Amendment may be executed by facsimile. 
 IN WITNESS WHEREOF, the parties have executed this Ninth Amendment as of the Ninth Amendment Effective Date. 
  

									
	AMERICA ONLINE, INC.	 		 	GOOGLE, INC.
					
	By:	 	 /s/ Jim Riesenbach
	 		 	By:	 	 /s/ Joan Braddi

	Name:	 	Jim Riesenbach	 		 	Name:	 	Joan Braddi
	Title:	 	SVP	 		 	Title:	 	VP, Search Services
	Date:	 	12/16/05	 		 	Date:	 	Dec. 15, 2005

  


					
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 Amendment Nine Exhibit A 
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