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                                                                   EXHIBIT 10.22


                              ALTAVISTA COMPANY
                            AMENDED AND RESTATED
                         1999 EQUITY INCENTIVE PLAN

1.   Purpose

     The purpose of the AltaVista Company 1999 Amended and Restated Equity
Incentive Plan (the "Plan") is to attract and retain key employees and
consultants of the Company and its Affiliates, to provide an incentive for them
to achieve long-range performance goals, and to enable them to participate in
the long-term growth of the Company.

2.   Definitions

     "Affiliate" means any business entity in which the Company owns directly or
indirectly 50% or more of the total voting power or has a significant financial
interest as determined by the Committee.

     "Award" means any Option, Stock Appreciation Right or Restricted Stock
granted under the Plan.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor law.

     "Committee" means one or more committees each comprised of not less than
three members of the Board appointed by the Board to administer the Plan or a
specified portion thereof.  If a Committee is authorized to grant Awards to a
Reporting Person or a "covered employee" within the meaning of Section 162(m) of
the Code, each member shall be a "disinterested person" or the equivalent within
the meaning of applicable Rule 16b-3 under the Exchange Act or an "outside
director" or the equivalent within the meaning of Section 162(m) of the Code,
respectively.

     "Common Stock" or "Stock" means the Common Stock, $0.01 par value, of the
Company.

     "Company" means AltaVista Company.

     "Designated Beneficiary" means the beneficiary designated by a Participant,
in a manner determined by the Committee, to receive amounts due or exercise
rights of the Participant in the event of the Participant's death.  In the
absence of an effective designation by a Participant, "Designated Beneficiary"
means the Participant's estate.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor law.

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     "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Committee
in good faith or in the manner established by the Committee from time to time.

     "Incentive Stock Option" -- See Section 6(a).

     "Nonstatutory Stock Option" -- See Section 6(a).

     "Option" -- See Section 6(a).

     "Participant" means a person selected by the Committee to receive an Award
under the Plan.

     "Reporting Person" means a person subject to Section 16 of the Exchange
Act.

     "Restricted Period" -- See Section 8(a).

     "Restricted Stock" -- See Section 8(a).

     "Stock Appreciation Right" or "SAR" -- See Section 7(a).

3.   Administration

     The Committee shall administer the Plan.  The Committee shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, and to interpret the provisions of the Plan.  The
Committee's decisions shall be final and binding.  To the extent permitted by
applicable law, the Committee may delegate to one or more executive officers of
the Company the power to make Awards to Participants who are not subject to
Section 16 of the Exchange Act and all determinations under the Plan with
respect thereto, provided that the Committee shall fix the maximum amount of
such Awards for all such Participants and a maximum for any one Participant.

4.   Eligibility

     All employees and, in the case of Awards other than Incentive Stock Options
under Section 6, consultants of the Company or any Affiliate, capable of
contributing significantly to the successful performance of the Company, other
than a person who has irrevocably elected not to be eligible, are eligible to be
Participants in the Plan.  Incentive Stock Options may be granted only to
persons eligible to receive such Options under the Code.

5.   Stock Available for Awards

     (a) Amount.  Subject to adjustment under subsection (b), Awards may be made
under the Plan for up to 28,000,000 shares of Common Stock, including shares
issued under the 1999 AltaVista Stock Option Plan.  If any Award expires or is
terminated unexercised or is forfeited or settled in a manner that results in
fewer shares outstanding than were awarded, the shares subject to such Award, to
the extent of such expiration, termination, forfeiture or decrease,

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shall again be available for award under the Plan. Common Stock issued through
the assumption or substitution of outstanding grants from an acquired company
shall not reduce the shares available for Awards under the Plan. Shares issued
under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.

     (b) Adjustment.  In the event that the Committee determines that any stock
dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, or other
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits intended to be provided by the Plan, then the
Committee (subject in the case of Incentive Stock Options to any limitation
required under the Code) shall equitably adjust any or all of (i) the number and
kind of shares in respect of which Awards may be made under the Plan, (ii) the
number and kind of shares subject to outstanding Awards and (iii) the exercise
price with respect to any of the foregoing, and if considered appropriate, the
Committee may make provision for a cash payment with respect to an outstanding
Award, provided that the number of shares subject to any Award shall always be a
whole number.

     (c) Limit on Individual Grants.  The maximum number of shares of Common
Stock subject to Options and Stock Appreciation Rights that may be granted to
any Participant in the aggregate in any calendar year shall not exceed 1,000,000
shares, subject to adjustment under subsection (b).

6.   Stock Options

     Grant of Options.  Subject to the provisions of the Plan, the Committee may
grant options ("Options") to purchase shares of Common Stock (i) complying with
the requirements of Section 422 of the Code or any successor provision and any
regulations thereunder ("Incentive Stock Options") and (ii) not intended to
comply with such requirements ("Nonstatutory Stock Options").  The Committee
shall determine the number of shares subject to each Option and the exercise
price therefor, which, in the case of incentive stock options only, shall not be
less than 100% of the fair market value of the Common Stock on the date of
grant.  No Incentive Stock Option may be granted hereunder more than ten years
after the effective date of the Plan.

     Terms and Conditions.  Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may specify in the
applicable grant or thereafter.  The Committee may impose such conditions with
respect to the exercise of Options, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.

     Payment.  No shares shall be delivered pursuant to any exercise of an
Option until payment in full of the exercise price therefor is received by the
Company.  Such payment may be made in whole or in part in cash or, to the extent
permitted by the Committee at or after the grant of the Option, by delivery of a
note or shares of Common Stock owned by the optionee, including Restricted
Stock, or by retaining shares otherwise issuable pursuant to the Option, in each
case valued at their Fair Market Value on the date of delivery or retention, or
such other lawful consideration as the Committee may determine.

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7.   Stock Appreciation Rights

     Grant of SARs.  Subject to the provisions of the Plan, the Committee may
grant rights to receive any excess in value of shares of Common Stock over the
exercise price ("Stock Appreciation Rights" or "SARs") in tandem with an Option
(at or after the award of the Option), or alone and unrelated to an Option.
SARs in tandem with an Option shall terminate to the extent that the related
Option is exercised, and the related Option shall terminate to the extent that
the tandem SARs are exercised.  The Committee shall determine at the time of
grant or thereafter whether SARs are settled in cash, Common Stock or other
securities of the Company, Awards or other property.

     Exercise Price.  The Committee shall fix the exercise price of each SAR or
specify the manner in which the price shall be determined.  An SAR granted in
tandem with an Option shall have an exercise price not less than the exercise
price of the related Option.  An SAR granted alone and unrelated to an Option
may not have an exercise price less than 100% of the Fair Market Value of the
Common Stock on the date of the grant.

     Limited SARs.  An SAR related to an Option, which SAR can only be exercised
upon or during limited periods following a change in control of the Company, may
entitle the Participant to receive an amount based upon the highest price paid
or offered for Common Stock in any transaction relating to the change in control
or paid during a specified period immediately preceding the occurrence of the
change in control in any transaction reported in the stock market in which the
Common Stock is normally traded.

8.   Restricted Stock

     Grant of Restricted Stock.  Subject to the provisions of the Plan, the
Committee may grant shares of Common Stock subject to forfeiture ("Restricted
Stock") and determine the duration of the period (the "Restricted Period")
during which, and the conditions under which, the shares may be forfeited to the
Company and the other terms and conditions of such Awards.  Shares of Restricted
Stock may be issued for no cash consideration or such minimum consideration as
may be required by applicable law.

     Restrictions.  Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted by the
Committee, during the Restricted Period.  Shares of Restricted Stock shall be
evidenced in such manner as the Committee may determine.  Any certificates
issued in respect of shares of Restricted Stock shall be registered in the name
of the Participant and unless otherwise determined by the Committee, deposited
by the Participant, together with a stock power endorsed in blank, with the
Company.  At the expiration of the Restricted Period, the Company shall deliver
such certificates to the Participant or if the Participant has died, to the
Participant's Designated Beneficiary.

9.   General Provisions Applicable to Awards

     Reporting Person Limitations.  Notwithstanding any other provision of the
Plan, to the extent required to qualify for the exemption provided by Rule 16b-3
under the Exchange Act, Awards made to a Reporting Person shall not be
transferable by such person other than by will or the laws of descent and
distribution and are exercisable during such person's lifetime only by

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such person or by such person's guardian or legal representative. If then
permitted by Rule 16b-3, such Awards shall also be transferable pursuant to a
qualified domestic relations order as defined in the Code or Title I of the
Employee Retirement Income Security Act or the rules thereunder.

     Documentation.  Each Award under the Plan shall be evidenced by a writing
delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions
of the Plan as the Committee considers necessary or advisable to achieve the
purposes of the Plan or to comply with applicable tax and regulatory laws and
accounting principles.

     Committee Discretion.  Each type of Award may be made alone, in addition to
or in relation to any other Award.  The terms of each type of Award need not be
identical, and the Committee need not treat Participants uniformly.  Except as
otherwise provided by the Plan or a particular Award, any determination with
respect to an Award may be made by the Committee at the time of grant or at any
time thereafter.

     Dividends and Cash Awards.  In the discretion of the Committee, any Award
under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest, and (ii)
cash payments in lieu of or in addition to an Award.

     Termination of Employment.  The Committee shall determine the effect on an
Award of the disability, death, retirement or other termination of employment of
a Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or Designated Beneficiary may
receive payment of an Award or exercise rights thereunder.

     Change in Control.  In order to preserve a Participant's rights under an
Award in the event of a change in control of the Company, the Committee in its
discretion may, at the time an Award is made or at any time thereafter, take one
or more of the following actions: (i) provide for the acceleration of any time
period relating to the exercise or payment of the Award, (ii) provide for
payment to the Participant of cash or other property with a Fair Market Value
equal to the amount that would have been received upon the exercise or payment
of the Award had the Award been exercised or paid upon the change in control,
(iii) adjust the terms of the Award in a manner determined by the Committee to
reflect the change in control, (iv) cause the Award to be assumed, or new rights
substituted therefor, by another entity or (v) make such other provision as the
Committee may consider equitable to Participants and in the best interests of
the Company.

     Loans.  The Committee may authorize the making of loans or cash payments to
Participants in connection with the grant or exercise of any Award under the
Plan, which loans may be secured by any security, including Common Stock,
underlying or related to such Award (provided that the loan shall not exceed the
Fair Market Value of the security subject to such Award), and which may be
forgiven upon such terms and conditions as the Committee may establish at the
time of such loan or at any time thereafter.

     Withholding Taxes.  The Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability.  In the

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Committee's discretion, such tax obligations may be paid in whole or in part
in shares of Common Stock, including shares retained from the Award creating
the tax obligation, valued at their Fair Market Value on the date of delivery.
The Company and its Affiliates may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to the
Participant.

     Foreign Nationals.  Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or to comply with applicable
laws.

     Amendment of Award.  The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise or realization and converting an
Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless the Committee
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

10.  Miscellaneous

     No Right To Employment.  No person shall have any claim or right to be
granted an Award.  Neither the Plan nor any Award hereunder shall be deemed to
give any employee the right to continued employment or to limit the right of the
Company to discharge any employee at any time.

     No Rights As Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the holder thereof.  A Participant to whom
Common Stock is awarded shall be considered the holder of the Stock at the time
of the Award except as otherwise provided in the applicable Award.

     Effective Date.  The Plan shall be effective on September 30, 1999.

     Amendment of Plan.  The Board may amend, suspend or terminate the Plan or
any portion thereof at any time, subject to such stockholder approval as the
Board determines to be necessary or advisable to comply with any tax or
regulatory requirement.

     Governing Law.  The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of Delaware.

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This Plan was approved by the Board of Directors on March 31, 2000.

This Plan was approved by the Stockholders on April 3, 2000.

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