GOTO.COM SEARCH SERVICES ORDER

Affiliate's Name: Nettaxi.com, Inc.               Type of Entity/State: Delaware
Street Address: 1696 Del Avenue             City /State/Zip: Campbell, CA  95008
Telephone/Fax: 408-879-9880 / 408-879-9907                Email: dws@nettaxi.com


1.     Term:  2   years.           2.     Effective Date: 09/01/2000
             ---                          --------------

3.     GoTo.com  Search  Services:  GoTo.com Search Services includes GoTo.com's
       --------------------------
technology  and  functionality  for matching particular keyword requests with an
index of certain web site URL's, for providing the results of that match via the
Internet  and  then  enabling  users  to  link  to  a  designated  page  for the
advertisers  which  comprise the results of such match. GoTo.com Search Services
do  not include GoTo.com's other services such as GoTo.com Shopping Services and
GoTo.com  Auction  Services.

4.     The  GoTo.com Search Services will be offered on Affiliate's Offering(s),
                                                        -----------------------
which  is  either  or  both  of  the  following,  as  indicated  below:

Yes     Affiliate's  Web  Site: The pages under the top level domain names owned
        ----------------------
        or operated by Affiliate, including but not limited to the  following:
        www.Nettaxi.com

N/A     Affiliate's  Application:  _____________________________.
        ------------------------

5.     Search  Links:  Search  Links  enable  a  user  to access GoTo.com Search
       -------------
       Services. The included Search Links on Affiliate's Offering are indicated
       below:


       Type of      Description
       Search Link
--------------------------------------------------------------------------------
N/A    GoTo.com     The GoTo.com search box as provided by GoTo.com.
       Search Box
--------------------------------------------------------------------------------
Yes    Affiliate    The search box provided by Affiliate.
       Search Box
--------------------------------------------------------------------------------
N/A    Contextual   Words and/or phrases provided by GoTo.com that are
       Links        hyperlinked to Search Results that appear in a new
                    browser window.
--------------------------------------------------------------------------------
Yes    HotSpots     Words and/or phrases provided by GoTo.com that are
                    hyperlinked to Search Results.
--------------------------------------------------------------------------------
N/A  Other
--------------------------------------------------------------------------------

6.     Implementation  of  Search  Links:  GoTo.com  shall  provide the GoTo.com
       ---------------------------------
Search  Box,  Contextual Links and HotSpots (as indicated), or, for Search Links
to  be  created  by  Affiliate (either the Affiliate Search Box or a Search Link
described  in  "Other"),  GoTo.com  shall  provide  the  software  code  and
functionality  (such  as the precise URL) and, if applicable, the GoTo.com Marks
to  create  those  Search  Links.  Affiliate  shall  enable users of Affiliate's
Offering(s)  to  initiate  search queries through the Search Links and to access
the  GoTo.com  Search  Services  by  creating, implementing, and maintaining the
Search Links in accordance with the specifications (including content, branding,
shape,  size,  color,  spacing  and placement) provided to Affiliate by GoTo.com
from  time  to  time,  and  otherwise  in  accordance  with this GoTo.com Search
Services  Order.  Search Links on Affiliate's Web Site must be located Above the
Fold. GoTo.com shall use commercially reasonable efforts to provide the GoTo.com
Search  Services.

Are  mock  ups  or other additional requirements of the Search Links provided as
part of this GoTo.com Search  Services Order? Yes:     No: XX.  If yes, they are
                                                  ----   ----
attached  as  Exhibit  A and made a part of this GoTo.com Search Services Order.


<PAGE>
After  a  user  initiates  a  query of the GoTo.com Search Services via a Search
Link,  then  GoTo.com  shall  use reasonable efforts to make the results of that
query  (the  "Search Results") available. Search Results are as indicated below:
              ---------------

Yes     GoTo.com  Paid  Search  Results  only,  where  "Paid Search Results" are
        search  results  provided by  advertisers of GoTo.com and do not include
        supplemental  search  results  provided  by  third  party
--------------------------------------------------------------------------------
N/A     All Search Results (Paid Search Results plus supplemental search results
        provided  by  a  third  party.)
--------------------------------------------------------------------------------

7.     Search  Results  Implementation.  This  section  applies  only  if Search
       -------------------------------
Results  appear  on  Affiliate's  Offering  (i.e.  Search  Results  are Licensed
Materials). Affiliate shall implement the Search Results on Affiliate's Offering
in  accordance  with  GoTo.com's  specifications  for  the format, presentation,
display  and  placement,  and  otherwise in accordance with this GoTo.com Search
Services  Order.  Affiliate  shall  use  reasonable  efforts  to have all Search
Results  appear  Above  the  Fold.  At a minimum, 5 complete Search Results must
appear  Above  the Fold. The number of Search Results for each query, as well as
the  order  for  such  Search Results, will be determined by GoTo.com. Affiliate
shall  not modify any aspect of the Search Results (including the data contained
therein),  and shall ensure that the Search Results appear in the order provided
by  GoTo.com.

Contextual  Links  and  Hotspots  Implementation.
-------------------------------------------------

a)   If  Affiliate  has  a  Contextual  Link  as  a  Search  Link on Affiliate's
     Offering, then the Search Results that appear after a click on a Contextual
     Link  will  be  displayed in a new browser window, smaller in size than the
     full  screen,  from  a  server  operated  and  controlled  by  GoTo.com.

b)   If  Affiliate  has  HotSpots  or  Contextual  Links  as  a  Search  Link on
     Affiliate's  Offering, then, on an ongoing basis, Affiliate shall implement
     changes  in the HotSpots or Contextual Links that are requested by GoTo.com
     or mutually agreed by the parties, within two business days after receiving
     such  request.

Are mock ups or other additional requirements of the Search Results and how they
appear on Affiliate's Offering provided as part of this GoTo.com Search Services
Order? Yes:     No: XX  If  yes, they are  attached as Exhibit B and made a part
           ----    ----
of  this  GoTo.com  Search  Services  Order.

8.     Licensed  Materials:  The  Licensed  Materials  are the items provided by
       -------------------
GoTo.com  that will be displayed on Affiliate's Offering(s), as indicated below.

Yes  Portions  of  Search  Links  provided by GoTo.com (i.e. the GoTo.com Search
     Box,  Contextual  Links  or  HotSpots  and the software code, functionality
     and/or URLs that enable a user of Search Links to access theGoTo.com Search
     Services.)
--------------------------------------------------------------------------------
Yes  GoTo.com  Marks
--------------------------------------------------------------------------------
Yes  Search  Results
--------------------------------------------------------------------------------
Yes  GoTo.com  Search  Services
--------------------------------------------------------------------------------

9.     Compensation.  GoTo.com  shall pay Affiliate the amounts set forth below,
       ------------
less  any  taxes  GoTo.com may be required to withhold, within 45 days after the
end of the quarter in which such amounts were incurred. GoTo.com shall include a
report  of  the  amounts  that accrued during the most recent measurement period
with  each  payment.  GoTo.com  will  retain all revenue derived from the Search
Links,  GoTo.com  Search Services and Search Results, except as specifically set
forth  on this GoTo.com Search Services Order. Payments must be in U.S. Dollars.
GoTo.com has no obligation to make any payment in any period where the total due
Affiliate is less than $250; GoTo.com may hold such payments due Affiliate until
the  amount  due  Affiliate  hereunder  exceeds  $250.

GoTo.com  shall  pay  Affiliate  40%  of  Gross  Revenue.  For  purposes of this
Agreement, "Gross Revenue" means amounts collected by GoTo.com for Bidded Clicks
            -------------
less  taxes,  administrative charges, customary reserves and accruals, bad debts
and  discounts  stated on the invoice. For purposes of this Agreement, a "Bidded
                                                                          ------
Click"  is  a click on a Paid Search Result by a user of Affiliate's Offering(s)
-----
immediately  after  transferring  from  the  Search  Links  to  the.  Search


                                        2
<PAGE>
Results.  Bidded  Clicks  are  counted  at  GoTo.com's  servers. GoTo.com has no
obligation  to  pay  Affiliate  for  Bidded Clicks (i) whereby a user repeatedly
accesses  the  GoTo.com  Search  Services within a finite period of time without
intent  to  perform  a search, or by a bot, macro program, Internet agent or any
other  automatic  means,  (ii)  that  are  fraudulent  Bidded  Clicks,  such
determination  to be made by GoTo.com or (iii) otherwise not Bidded Clicks, such
determination  to  be  made  by  GoTo.com.

10.     Miscellaneous.  Terms  not defined herein have the meanings indicated in
        -------------
the  attached  Terms  and  Conditions,  which, along with all attached exhibits,
riders and mock ups, if any, are incorporated into this GoTo.com Search Services
Order.  By  signing  below, both Affiliate and GoTo.com accept and agree to this
GoTo.com Search Services Order, including the attached Terms and Conditions, and
all  exhibits,  riders  and  mock  ups,  if  any.

Accepted  and  Agreed:

AFFILIATE                                GOTO.COM,  INC


By: /s/ Robert  Speicher                 By: /s/ Todd  Taffin
   ----------------------------             ------------------------------
Name: Robert  Speicher                   Name:  Todd  Taffin



Title: EVP Sales and Marketing           Title:
      -------------------------                ---------------------------


Name of Entity:   Nettaxi.com
               ----------------


                                        3
<PAGE>
                     TERMS AND CONDITIONS OF SERVICES ORDER


1.      ADDITIONAL  DEFINITIONS

1.1     Affiliate.  The  entity  or  person  set  forth in the first line of the
        ---------
GoTo.com  Services  Order  as  Affiliate.

1.2     Above  the Fold: "Above the Fold" means visible on the top of a computer
        ---------------- ---------------
screen  without  the  user  scrolling  down or to the right or to the left, at a
screen  resolution  of  640  by  480.

1.3     GoTo.com  Marks:  (i)  any  or  all  of  the  following,  as provided by
        ---------------
GoTo.com:  (A)  The mark "GoTo.com", in typed form and stylized formats; (B) the
green  circle  on  a  yellow  background  incorporating the name "GoTo.com" (the
"GoTo.com  Logo",  as may be modified from time to time); (C) the phrase "Search
made  simple";  (ii)  all  of  the  following (X) the format or general image or
appearance  of  the  Search  Results  or  the  Web pages provided by GoTo.com or
produced  by  any of its technology or services; (Y) any word, symbol or device,
or  any combination thereof, used or intended to be used by GoTo.com to identify
and distinguish GoTo.com's products or services from the products or services of
others,  and  to  indicate  the  source  of  such goods or services; and (Z) any
updates  to  the  foregoing.

2.      GRANT  OF  LICENSE

2.1     License.  Subject  to  the  terms and conditions of this Services Order,
        -------
GoTo.com  grants  to  Affiliate  a  limited,  non-exclusive,  non-assignable,
non-transferable,  non-sub-licensable,  royalty-free  license during the term of
this  Services Order to display the Licensed Materials on Affiliate's Offerings,
as  specifically  authorized  or  described  in  this  Services  Order.

2.2     Conditions  of  License.  The  Licensed Materials must be reproduced and
        -----------------------
displayed  in  the size, place, and manner indicated in this Services Order, and
only in compliance with GoTo.com's Usage Guidelines, attached hereto as Schedule
1,  as  modified  from  time  to  time  by  GoTo.com  in its sole discretion. If
Affiliate  engages  in  any action that, in GoTo.com's sole discretion, reflects
poorly  on  GoTo.com  or otherwise disparages or devalues the GoTo.com Marks; or
GoTo.com's  reputation  or  goodwill,  GoTo.com may terminate the Services Order
immediately  upon  notice  to  Affiliate.

2.3     Ownership  of  Licensed  Materials.  Affiliate  acknowledges  that  all
        ----------------------------------
right,  title  and  interest  in  the Licensed Materials is exclusively owned by
GoTo.com  and/or its licensors, and that no right other than the limited license
granted  herein  is provided to Affiliate. Affiliate shall not assert copyright,
trademark  or  other intellectual property ownership or other proprietary rights
in  the  Licensed Materials or in any element, derivation, adaptation, variation
or  name  thereof.  Affiliate  shall  not contest the validity of, or GoTo.com's
ownership  of,  any  of the Licensed Materials. During the term of this Services
Order,  Affiliate  shall  not,  in any jurisdiction, adopt, use, or register, or
apply  for registration of, whether as a corporate name, trademark, service mark
or  other  indication of origin, or as a domain name, any GoTo.com Marks, or any
word,  symbol  or  device,  or any combination confusingly similar to any of the
GoTo.com  Marks.

2.4     Ownership  of  Goodwill.  Affiliate  agrees that its use of the Licensed
        -----------------------
Materials  inures  to the benefit of GoTo.com. All goodwill or reputation in the
Licensed  Materials  automatically vests in GoTo.com when the Licensed Materials
are  used  by  Affiliate  pursuant  to  this  Services  Order.

2.5      Ownership of  GoTo.com  Search  Services.  Affiliate  acknowledges  and
         ----------------------------------------
agrees that, as between the parties, GoTo.com owns all right, title and interest
in  and  to  the GoTo.com Search Services and the Search Results, whether or not
such  items  are  included  in  the  Licensed  Materials.

3.      AFFILIATE'S  RESPONSIBILITIES

3.1     Affiliate's  Offerings:  Affiliate  agrees that it is solely responsible
        ----------------------
for  the development, maintenance and operation of Affiliate's Offerings and for
all  materials  and  content  that  appear  on  Affiliate's  Offerings.

4.     REPRESENTATIONS  AND  WARRANTIES

4.1     GoTo.com  Warranties.  GoTo.com represents and warrants that it has full
        --------------------
power and authority to enter into this Services Order. GoTo.com does not warrant
that  the  Licensed  Materials  or  GoTo.com  Search  Services  will meet all of
Affiliate's  requirements  or  that  performance  of  the  Licensed Materials or
GoTo.com  Search  Services  will be uninterrupted or error-free. GOTO.COM IS NOT
RESPONSIBLE  FOR  ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS),
OR  FOR  ANY  THIRD  PARTY  SITES THAT CAN BE LINKED TO FROM THE SEARCH RESULTS.
GOTO.COM  AND ITS LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS,
IMPLIED,  STATUTORY  OR  OTHERWISE,  INCLUDING  WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  USE,  AND  NONINFRINGEMENT.

4.2     Affiliate Warranties. Affiliate represents and warrants that: (i) it has
        --------------------
full  power and authority to enter into this Services Order, (ii) the content on
Affiliate's  Offerings,  or  on  Search  Links or the Web site or other location
Search  Results  are  displayed  (except  to  the  extent  provided by GoTo.com)
(collectively,  "Affiliate  Items").  and/or the technology used by Affiliate in
                 ----------------
connection with Affiliate Items and/or the means by which users access Affiliate
Items  (a)  are  owned,  validly  licensed for use by Affiliate or in the public
domain;  (b)  do not constitute defamation, libel, obscenity; (c) do not violate
applicable  law  or  regulations;  (d) do not infringe or violate any copyright,
patent,  trademark  or  other  similar intellectual property right, or otherwise
violate  or breach any duty toward, or tights of any person or entity, including
without  limitation,  rights  of privacy and publicity; and (e) do not result in
any  consumer fraud, product liability, breach of contract to which Affiliate is
a  party  or  cause  injury  to  any  third  party.


                                        1
<PAGE>
5.     CONFIDENTIALITY

5.1     Definition.  "Confidential  Information" means any information disclosed
        ----------    -------------------------
by  either  party  to  the other party during the Term (and any renewals terms),
either  directly  or indirectly, in writing, orally or by inspection of tangible
objects,  which  is  designated as "Confidential," "Proprietary" or some similar
designation.  Information  communicated  orally  will be considered Confidential
Information  if such information is designated as being Confidential Information
at  the  time  of  disclosure  and  confirmed  in  writing as being Confidential
Information  within  20  days  after  the  initial  disclosure.  Confidential
Information  will  not,  however, include any information which (i) was publicly
known  and  made  generally  available in the public domain prior to the time of
disclosure  by  the  disclosing  party;  (ii)  becomes  publicly  known and made
generally  available  after  disclosure by the disclosing party to the receiving
party  through no action or inaction of the receiving party; (iii) is already in
the  possession  of  the  receiving  party  at  the  time  of  disclosure by the
disclosing  party;  (iv)  is  obtained by the receiving party from a third party
without a breach of such third party's obligations of confidentiality; or (v) is
independently  developed  by  the receiving party without use of or reference to
the  disclosing  party's  Confidential  Information.

5.2     Restrictions.  The  receiving  party  agrees  (i)  not  to  disclose any
        ------------
Confidential  Information to any third parties, (ii) not to use any Confidential
Information for any purposes except to carry out its rights and responsibilities
under  this  Services  Order  and  (iii)  to  keep  the Confidential Information
confidential  using  the same degree of care the receiving party uses to protect
its  own  confidential information, as long as it uses at least reasonable care.
If  either  party  receives  a subpoena or other validly issued judicial process
requesting, or is required by a government agency (such as the SEC) to disclose,
Confidential  Information of the other party, then the receiving party shall not
disclose such Confidential Information without the prior written approval of the
disclosing  party  and shall notify the disclosing party of such requirement and
shall  reasonably  cooperate  to  seek  confidential  treatment  or to obtain an
appropriate protective order to preserve the confidentiality of the Confidential
Information.  All  obligations  under this Section 5.2 survive for 3 years after
termination  of  the  Services  Order.

6.      INDEMNIFICATION

6.1     GoTo.com  Indemnification.  GoTO.com shall defend and/or settle, and pay
        -------------------------
damages  awarded  pursuant  to, any third party claim brought against Affiliate,
which  alleges  facts  that  would  constitute  a  breach  of  any  warranty  or
representation  made  by  GoTo.com  under  this  Services  Order;  provided that
Affiliate  promptly  notifies  GoTo.com  in  writing of any such claim, promptly
tenders  the control of the defense and settlement of any such claim to GoTo.com
(at  GoTo.com's  expense  and with GoTo.com's choice of counsel), and cooperates
fully with GoTo.com (at GoTo.com's request and expense) in defending or settling
such  claim, including but not limited to providing any information or materials
necessary  for  GoTo.com  to  perform  the  foregoing.

6.2     Affiliate Indemnification. Affiliate shall defend and/or settle, and pay
        -------------------------
damages  awarded  pursuant  to,  any third party claim brought against GoTo.com,
which  alleges  facts  that  would  constitute  a  breach  of  any  warranty,
representation  or  covenant  made by Affiliate under this Services Order or are
related  to  Affiliate's  breach  of  a  material obligation under this Services
Order; provided that GoTo.com promptly notifies Affiliate in writing of any such
claim,  promptly  tenders  the control of the defense and settlement of any such
claim  to  Affiliate  (at  Affiliate's  expense  and  with Affiliate's choice of
counsel),  and  cooperates  fully  with  Affiliate  (at  Affiliate's request and
expense)  in  defending  or  settling  such  claim, including but not limited to
providing  any  information  or materials necessary for Affiliate to perform the
foregoing.  Affiliate  will  not  enter into any settlement or compromise of any
such  claim  without  GoTo.com' s prior consent, which shall not be unreasonably
withheld.

6.3     Limitation  of Liability. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED
        ------------------------
TO  BREACH  OF THE CONFIDENTIALITY PROVISIONS HEREIN, OR FOR OBLIGATIONS ARISING
UNDER  SECTION  5.1 OR 5.2, NEITHER PARTY OR ANY OF GOTO.COM'S LICENSORS WILL BE
LIABLE  FOR  ANY  LOST  PROFITS  OR  COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES,  OR  FOR  ANY  INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING  DAMAGES  FOR  LOST  DATA,  HOWEVER  CAUSED  AND  UNDER  ANY THEORY OF
LIABILITY,  INCLUDING  BUT  NOT  LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT
LIABILITY  AND NEGLIGENCE, AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN
AWARE  OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL GOTO.COM'S
LIABILITY  ARISING  OUT  OF  THIS  SERVICES  ORDER EXCEED THE NET AMOUNT PAID OR
PAYABLE TO AFFILIATE UNDER THIS SERVICES ORDER DURING THE TWELVE MONTHS PRIOR TO
THE  DATE  THE  CAUSE  OF  ACTION  AROSE.

7.      TERM

7.1     Term.  This  Services  Order  is  effective as of the Effective Date and
        ----
shall  continue  in  force  for  the Term. Thereafter, Services Order will renew
automatically for successive one-year periods until expiration of the commercial
usefulness of the Search Results, until either party gives written notice to the
other  party of its intent not to renew no less than 30 days prior to the end of
the  previous  one-year  period,  or  until terminated pursuant to this Services
Order.


                                        2
<PAGE>
7.2     Termination.  If  either  party  breaches  any  covenant, representation
        -----------
and/or  warranty  of  this Services Order and such breaching party does not cure
such  breach within ten (10) days of written notice by the nonbreaching party of
such  breach,  then the nonbreaching party may terminate the Services Order upon
written  notice  to  the  breaching party after failure to cure within those ten
(10)  days.  In  addition, either party may suspend performance and/or terminate
this  Services  Order if the other party makes any assignment for the benefit of
creditors  or  has  any  petition  under  bankruptcy law filed against it, which
petition  is  not  dismissed  within 60 days of such filing, or has a trustee or
receiver  appointed  for  its  business  or  assets  or  any  party  thereof.

7.3     Effect  of  Termination  or  Expiration.  Upon  the  termination of this
        ---------------------------------------
Services  Order  for  any  reason  (i)  all  license rights granted herein shall
terminate  immediately,  and  (ii)  Affiliate shall immediately cease use of the
Licensed  Materials,  and  (iii)  Sections  2.3,  2.4,  5, 6, 7.4 and 8 survive.

8.      MISCELLANEOUS

8.1     Notice.  Any  notice  required  for  or permitted by this Services Order
        ------
shall be in writing and shall be deemed delivered if delivered as indicated: (i)
by  personal  delivery when delivered personally, (ii) by overnight courier upon
written  verification  of  receipt,  (iii) by telecopy or facsimile transmission
when confirmed by telecopier or facsimile transmission report, (iv) by certified
or  registered  mail, return receipt requested, upon verification of receipt; or
(v)  by  the  same day, when delivered by email. All notices must be sent to the
addresses  first  described  above,  or to such other address that the receiving
party  may  have  provided  for  the  purpose  of notice in accordance with this
Section.

8.2     Press Release. Affiliate may not issue any press release or other public
        -------------
statements  regarding  this  Services  Order  without  GoTo.com's  prior written
approval.

8.3     Mock  Ups. If any mock ups are attached to this Services Order, then all
        ---------
Search  Links  and/or  all  Search  Results,  as  appropriate,  shall  appear
substantially  similar  to  such  mock  ups.

8.4     Assignment.  Neither  party  may,  assign  its  rights  or  delegate its
        -----------
obligations  under  this  Services Order without the other party's prior written
consent, except to the surviving entity in a merger or consolidation in which it
participates  or  to  a  purchaser of all or substantially all of its assets, so
long as such surviving entity or purchaser shall expressly assume in writing the
performance  of  all  of  the  terms  of  this  Services  Order.

8.5     No  Third Party Beneficiaries. All rights and obligations of the parties
        -----------------------------
hereunder  are personal to them. This Services Order is not intended to benefit,
nor  shall  it  be  deemed  to  give  rise  to,  any  rights in any third party.

8.6     Governing Law.  This  Services  Order will be governed and construed, to
        -------------
the  extent  applicable, in accordance with United States law, and otherwise, in
accordance  with  California  law, without regard to conflict of law principles.
Except  for  requests for injunctive relief, any dispute or claim arising out of
or  in  connection  with this Services Order shall be finally settled by binding
arbitration  in Los Angeles County, California under the Commercial Rules of the
American  Arbitration Association by one arbitrator appointed in accordance with
said  rules.  Judgment on the award rendered by the arbitrator may be entered in
any  court  having  jurisdiction  thereof.

8.7     Independent  Contractors.  The parties are independent contractors. This
        ------------------------
Services  Order  shall not be construed to create a joint venture or partnership
between  the  parties.  Neither  party shall be deemed to be an employee, agent,
partner  or  legal representative of the other for any purpose and neither shall
have any right, power or authority to create any obligation or responsibility on
behalf  of  the  other.

8.8     Force  Majeure. Neither party shall be liable hereunder by reason of any
        --------------
failure  or  delay in the performance of its obligations (except for the payment
of  money)  on account of strikes, shortages, riots, insurrection, fires, flood,
storm, explosions, earthquakes, Internet outages, acts of God, war, governmental
action,  or any other cause that is beyond the reasonable control of such party.

8.9     Compliance with Law. Each party shall be responsible for compliance with
        -------------------
all  applicable  laws, rules and regulations, if any, related to the performance
of  its  obligations  under  this  Services  Order.

8.10  Entire Agreement. This Services Order (including the Services Order, these
      ----------------
Terms  and  Conditions  and  all exhibits, riders and mock ups attached thereto)
constitutes the entire agreement between the parties with respect to the subject
matter  hereof.  This  Services Order supersedes, and the terms of this Services
Order  govern,  any  other  prior  or  collateral  agreements (including without
limitation,  any  warranties)  with  respect  to  the subject matter hereof. Any
amendments  to this Services Order must be in writing and executed by an officer
of  the  parties.

8.11     Counterparts.  This Services Order may be entered into by each party in
         ------------
separate  counterparts  and  shall  constitute one fully executed Services Order
upon  execution  by  both  Affiliate  and  GoTo.com.

8.12     Severability.  If  any provision of this Services Order is held or made
         ------------
invalid  or  unenforceable  for any reason, such invalidity shall not affect the
remainder  of  this  Services Order, and the invalid or unenforceable provisions
shall  be  replaced by a mutually acceptable provision, which being valid, legal
and  enforceable  comes closest to the original intentions of the parties hereto
and  has  like  economic  effect.


                                        3
<PAGE>
8.13     Waiver.  The  terms  or  covenants of this Services Order may be waived
         ------
only  by  a  written  instrument  executed  by the party waiving compliance. The
failure  of  either  party  at  any  time or times to require performance of any
provision  hereof shall in no manner affect the right at a later time to enforce
the  same.  No  waiver  by  either  party  of the breach of any term or covenant
contained in this Services Order, whether by conduct or otherwise, in any one or
more  instances, shall be deemed to be, or construed as, a further or continuing
waiver  of  any  such  breach  or  a  waiver  of the breach of any other term or
covenant  contained  in  this  Services  Order.

8.14     Section  Headings.  The  section  headings  contained  herein  are  for
         -----------------
reference  purposes  only  and  shall  not  in  any  way  affect  the meaning or
interpretation  of  this  Services  Order.


                                    SCHEDULE 1
                                    ----------


                            GOTO.COM USAGE GUIDELINES


1.     You  may  use  the  Licensed  Materials solely for the purpose authorized
herein  by  GoTo.com and only in compliance with the specifications, directions,
information  and  standards  supplied  by GoTo.com and modified by GoTo.com from
time  to  time.

2.     You  agree  to  comply  with  any  requirements  established  by GoTo.com
concerning  the  style,  design,  display  and use of the Licensed Materials; to
correctly use the trademark symbol TM or registration symbol   with every use of
the  trademarks,  service  marks  and/or  tradenames  as  part  of  the Licensed
Materials  as  instructed  by  GoTo.com;  to  use the registration symbol   upon
receiving  notice from GoTo.com of registration of any trademarks, service marks
and/or  tradenames  that  are  part  of  the  Licensed  Materials.

3.     You  may  not  alter  the  Licensed  Materials  in any manner, or use the
Licensed  Materials in any manner that may dilute, diminish, or otherwise damage
GoTo.com's  rights  and  goodwill  in  any  GoTo.com trademark, tradename and/or
service  mark  that  are  part  of  the  Licensed  Materials.

4.     You  may  not  use  the  Licensed  Materials  in  any manner that implies
sponsorship or endorsement by GoTo.com of services and products other than those
provided  by  GoTo.com.


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