EXHIBIT 10.38



 Exhibit 10.38 
 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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 FIFTEENTH AMENDMENT TO AMENDED AND RESTATED

 INTERACTIVE MARKETING AGREEMENT 
 This Fifteenth Amendment to Amended and Restated lnteractive Marketing Agreement (this “Fifteenth Amendment”) is entered into as of March 2, 2007 (the “Fifteenth Amendment
Effective Date”) by and between AOL LLC (formerly AMERICA ONLINE, INC.,) (“AOL”) a Delaware limited liability company, 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 that 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 lnteractive Marketing Agreement effective as of December 17, 2004 (the “Sixth Amendment”), that Seventh Amendment to Amended and Restated lnteractive 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 Ninth Amendment
to Amended and Restated lnteractive Marketing Agreement effective as of December 15, 2005 (the “Ninth Amendment”), that Tenth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of March 23, 2006 (the
“Tenth Amendment”), that Eleventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of September 28, 2006 (the “Eleventh Amendment”), that Twelfth Amendment to Amended and Restated
lnteractive Marketing Agreement effective as of December 15, 2006 (the “Twelfth Amendment”), that Thirteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of January 12, 2007 (the
“Thirteenth Amendment”), that Fourteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of February 16, 2007 (the “Fourteenth 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” and the Existing Agreement
together with the Fifteenth Amendment, the “Agreement”). Capitalized terms not defined in this Fifteenth 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. Extension of the First Amendment Term. The First Amendment Term, as defined in Section 4 of the First Amendment, is hereby extended through February 29, 2008. 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 Fifteenth Amendment are hereby extended through February 29, 2008. 
 2. Order of Precedence. This Fifteenth Amendment is supplementary to and modifies the Existing

  


					
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Agreement. The terms of this Fifteenth Amendment supersede provisions in the Existing Agreement only to the extent that the terms of this Fifteenth Amendment and the Existing Agreement expressly
conflict. However, nothing in this Fifteenth 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 Fifteenth Amendment. Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the Existing Agreement under this Fifteenth 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 terms. 
 3. Counterparts; Facsimile. This Fifteenth 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 Fifteenth Amendment may be executed by facsimile. 
 IN WITNESS WHEREOF, the parties
have executed this Fifteenth Amendment to Amended and Restated Interactive Marketing Agreement. 
  

									
	AOL LLC	 		 	GOOGLE INC.
					
	By:	 	 /s/ Tom Newman
	 		 	By:	 	 /s/ Joan Braddi

	Name:	 	Tom Newman	 		 	Name:	 	Joan Braddi
	Title:	 	Senior Vice President, AOL Media Networks	 		 	Title:	 	VP, Search Services
	Date:	 	3/2/07	 		 	Date:	 	

  


					
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 Fifteenth Amendment Exhibit A 
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