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                                                                   Exhibit 10.3

                              MSN SEARCH AGREEMENT

This MSN Search Agreement (the "Agreement") is entered into and effective as of
December 19, 2001 by and between MICROSOFT CORPORATION, a Washington
corporation, located at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and
OVERTURE SERVICES, INC., a Delaware corporation located at 74 N. Pasadena
Avenue, Third Floor, Pasadena, CA 91103 ("Company").

                                    RECITALS

Company has developed certain technology and functionality for matching
particular keyword requests with an index of certain web site URLs, for
providing the results of that match via the Internet and then enabling users to
link to a designated page for advertisers which comprise the results of such
match.

Microsoft owns and operates a network of Web Sites, which includes a variety of
topic-specific or feature-specific offerings (e.g. MSN Search), collectively
known as "MSN," as fully described below. Microsoft wishes to provide its
end-users of MSN the ability to access Company's Search Service in accordance
with the terms and conditions of this Agreement.

The parties hereby agree as follows

                                    AGREEMENT

1.      DEFINITIONS

1.1     "Affiliate" means, with respect to any person or entity, any other
        person or entity that, directly or indirectly through one or more
        intermediaries, controls, or is controlled by, or is under common
        control with, such person or entity.

1.2     "Baseline Click Through Rate" means the Click Through Rate, during the
        Trial Period Term. Both parties will mutually determine and confirm in
        writing the Baseline Click Through Rate anytime before the entering into
        the Main Period Term.

1.3     "Baseline Coverage Rate" means the Coverage Rate as measured during the
        Trial Period Term as measured on the URL http://search.msn.com. Both
        parties will mutually determine and confirm in writing the Baseline
        Coverage Rate anytime before the entering into the Main Period Term.

1.4     "Baseline North American Revenue Rate" means the total Gross Revenue
        recognized by Company from Microsoft's display of Company Search Results
        on the URL http://search.msn.com pursuant to this Agreement during [*].

1.5     "Baseline UK Revenue Rate" means the total Gross Revenue recognized by
        Company from Microsoft's display of Company Search Results on the URL
        http://search.msn.co.uk during [*].

1.6     "Business Day" means any day other than Saturday, Sunday or a day on
        which commercial banks in Seattle, Washington are authorized or required
        to be closed.

1.7     "Click Through" means an end-user action associated with clicking on
        Company Search Results that result from a Query . For the avoidance of
        doubt, Click Throughs that do not contribute Gross Revenue are excepted.
        (For example, Click Throughs generated by a bot, macro program, Internet
        agent or other automated means constitute invalid end-user actions and
        do not contribute to Gross Revenue.)



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1.8     "Click Through Rate" means the number of Click Throughs as a percentage
        of total Impressions as measured during the Term or any specific period
        thereof.

1.9     "Company Search Results" mean the results that Company Search Service
        returns in response to an end-user Query.

1.10    "Control" (including, with its correlative meanings, "controlled by" and
        "under common control with") means having the direct or indirect power
        to direct the affairs of Company by reason of any of the following: (i)
        having the power to elect or appoint, through ownership, membership or
        otherwise, either directly or indirectly, a majority of the governing
        body of Company; (ii) owning or controlling the right to vote a majority
        of the number of the shares of voting stock or other voting interest of
        Company; or (iii) having the right to direct the general management of
        the affairs of Company by contract or otherwise.

1.11    "Coverage Rate" means the percentage of Queries that generate an
        Impression.

1.12    "Effective Date" means December 19, 2001.

1.13    "Gross Revenue" means all amounts recognized by Company for Click
        Throughs immediately after an end-user performs a search or initiates a
        Query, less (i) credit card charges, (ii) bad debt (which will not
        exceed [*]% of the total amount recognized by Company for Click
        Throughs) and (iii) any refunds Company pays to its advertisers.

1.14    "Guaranteed Payments" means [*] as set forth in Section 3.

1.15    "Impression" means an end-user-visible exposure of MSN Search Results
        Pages that include Company Search Results as provided in this Agreement.

1.16    "Internet Search" means a search via a search engine that has indexed a
        large portion of the World Wide Web (for example, Overture and all [*]
        currently provide internet search engines). For the
        avoidance of doubt, [*].

1.17    "Look and Feel" means the general appearance and operation of the MSN
        Search Site.

1.18    "[*]" means [*] and its Affiliates, and its or their successors and
        assigns.

1.19    "Main Period Term" means the twenty-two (22) month period commencing on
        the completion of the Trial Period Term and expiring on December 31,
        2003 unless Microsoft elects to extend the Main Period Term as provided
        in Section 7.2 in which case this Agreement will expire on December 31,
        2004.

1.20    "Minimum Queries" means either (i) [*] Queries rendering to the URL
        http://search.msn.com or (ii) [*] Queries rendering to the URL
        http://search.msn.com if Microsoft extends the Main Period Term pursuant
        to Section 7.2.

1.21    "Monthly Minimum Queries" means [*] Queries rendering to the URL
        http://.search.msn.com per calendar month during the Term.

1.22    "MSN" means (i) the [*] versions of



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        Microsoft and third party Web Sites (as such properties may change from
        time to time in Microsoft's sole discretion), currently marketed by
        Microsoft as "The Microsoft Network," "MSN" or related designation, and
        (ii) [*].

1.23    "MSN Home Page" means the initial MSN Web Pages in the international
        markets, as shown below. This Agreement may be extended to incorporate
        other international markets, which will have attendant URLs, as mutually
        agreed by the parties.


<TABLE>
<CAPTION>
         Region                   Market          URL(s)
         ------                   ------          ------
         <S>                      <C>             <C>
         North America            US              http://www.msn.com (English-speaking)
                                                  http://www.yupimsn.com  (Spanish-speaking)
                                  Canada          http://www.msn.co.ca (English speaking)
         Non North America        UK              http://www.msn.co.uk
</TABLE>


1.24    "MSN Search Results Page" means an MSN Search-branded Web Page that
        users obtain after submitting a Query. When Company Search Results are
        delivered to Microsoft pursuant to this Agreement, the MSN Search
        Results Page includes not just Company Search Results, but also other
        elements in accordance with Exhibit A.

1.25    "MSN Search Site" means the MSN-Search Results Pages in the
        international markets shown below. This Agreement may be extended to
        incorporate other international markets or languages in current markets,
        which will have attendant URLs, as mutually agreed by the parties.


<TABLE>
<CAPTION>
         Region                   Market          URL(s)
         ------                   ------          ------
         <S>                      <C>             <C>
         North America            US              http://search.msn.com (English-speaking)
                                                  http://search.yupimsn.com (Spanish-speaking)
                                  Canada          http://search.msn.co.ca (English speaking)
         Non North America        UK              http://search.msn.co.uk
</TABLE>


1.26    "MSN Vertical Providers" mean a Microsoft joint venture or third-party
        content provider Web Site accessible via a link from the MSN Home Page
        or other part of MSN (such as [*]), where [*]. For example, [*].

1.27    "Named Overture Companies" means


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        (i) those entities that are listed in Exhibit B: Named Overture
        Companies and all Affiliates thereof, and all direct successors or
        assigns of any of such entities and its Affiliates, or third parties
        acting as agent or otherwise on behalf of any such entities and its
        Affiliates, , as may be updated once per calendar quarter as set forth
        in Section 4, and

        (ii) any entity doing business under any of the brand names of one or
        more of the entities described in subsection (i) of this definition.

1.28    "Paid Search Result Listing" means any Search Result Listing for which
        the review, cataloging, collection, maintenance, indexing, ranking
        display or other activity is paid, regardless of the method by which
        that payment is counted (whether cost for review, cost per click, cost
        per action, cost per impression, paid inclusion, pay-for-placement, or
        otherwise).

1.29    "Primary Web Site" means the Company Web Site currently located at the
        URL http://www.Overture.com, or any successor site thereof.

1.30    "Query" means valid end-user requests that (i) are preceded by the [*]
        of text (or other type of search agreed to by both parties); (ii) are
        for Internet Searches; and (iii) originate from the MSN Search Site and
        the MSN Home Page (and other Web Pages that render to the MSN Search
        Site, as determined by Microsoft at its sole discretion). For the
        avoidance of doubt, a Query performed by a bot, macro program, Internet
        agent or other automated means are not associated with valid end-user
        actions and therefore do not constitute Queries.

1.31    "Query Term" means the words or phases that constitute a Query.


1.32    "Restricted Terms" mean Query Terms related to adult content (or other
        restricted content as described in Section 2.1.3 below). Microsoft may
        choose not to send Restricted Terms to Company.

1.33    "Revenue Share Payment" means a monthly share of Gross Revenue as set
        forth in Section 3 below.

1.34    "Search Result Listing" means any link, listing or result derived from a
        product that (i) collects, catalogs, indexes or [*] a collection of
        third party's Web Sites, and (ii) delivers such link, listing or result
        in response to an end-user's Query.

1.35    "Search Service" means Company's service that performs searches of a
        database of URLs and/or the Internet based on requests submitted via the
        Internet.

1.36    "Selected Terms" mean Query Terms for which Company may provide Company
        Search Results.

1.37    "STRG" means the "Selected Terms Review Group" created to facilitate
        communication between Microsoft and the Company about the relevance of
        the results returned for the Selected Terms as well as about mutually
        acceptable, scalable processes for adjustments to the Selected Terms
        list.

1.38    "Term" means the period during which Microsoft will deliver Queries to
        Company, commencing on the Effective Date and continuing through (i) the
        Trial Period Term or (ii) the Main Period Term, if the parties proceed
        to the Main Period Term as provided in Section 7, unless earlier
        terminated or extended as provided in this Agreement. Either party may
        decide not to enter into Main Period term in accordance with the terms
        of Section 7.1 However, only Microsoft can cancel during the Trial
        Period Term as provided in Section 7.5.

1.39    "Trial Period Term" means the initial period commencing upon the
        Effective Date and ending February 28, 2002.

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1.40    "Web Page" means content in the World Wide Web portion of the Internet
        accessed via a single URL but excluding content on other Web Pages
        accessed via links in said content.

1.41    "Web Site" means a collection of Web Pages related in some manner,
        interconnected via links, and located on the same primary domain.

2.      OBLIGATIONS

2.1     Microsoft's Delivery of Queries During the Term, Microsoft will deliver
        to Company all Queries, with the following four exceptions:

        2.1.1   Queries from the ramp-up period, predating the full commercial
                launch, as mutually agreed by the parties.

        2.1.2   Queries for Restricted Terms.

        2.1.3   Queries on a Microsoft filter. That is, Microsoft will have the
                right to block its delivery to Company of Queries, if in
                Microsoft's sole and reasonable discretion the Company Search
                Results for Query Terms (i) are [*] or link to content which is,
                by law, defamatory, obscene, pornographic, or in any way violate
                applicable law, and (ii) [*]. If Microsoft places any Selected
                Term on the Microsoft Filter, Microsoft will immediately notify
                Company and jointly work with Company to cure the problem
                pursuant to the escalation process set forth in Exhibit D,
                Section III. For the avoidance of doubt, any Microsoft filter is
                intended as a remedy of last resort.

        2.1.4   Queries Microsoft has obligated to other third-parties in
                pre-existing agreements (e.g. [*]). [*]

2.2     Microsoft's Display of Company Search Results. Except as provided in
        Section 2.1, Microsoft will display on the MSN Search Results Page all
        Company Search Results delivered by Company for Selected Terms, up to a
        maximum of three (3) Company Search Results and in accordance with the
        placement provisions of Exhibit A. Notwithstanding the foregoing, the
        parties can agree to increase the maximum number of Company Search
        Results displayed by Microsoft on the MSN Search Results Page during the
        Term.

2.3     Successor Functionality to MSN Search on the MSN Home Page. If Microsoft
        uses a provider of Internet Search other than MSN Search for the MSN
        Home Page, Microsoft will employ commercially reasonable efforts to
        ensure that its obligations pursuant to this Agreement are fulfilled.

2.4     Selected Terms Review Group. The parties will create one or more STRGs
        as mutually agreed by the parties. The parties will use their good faith
        efforts to establish an initial meeting of the STRG at the earliest
        convenience of the parties. At this initial meeting, the STRG will
        establish a process for subsequent meetings and the review of active and
        pending adjustments.

2.5     Coverage


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        2.5.1   North America. The Selected Terms for Queries rendering to the
                URLs (i) http://search.msn.com, (ii) http://search.yupimsn.com
                and (iii) http://search.ca.msn.com will be agreed upon in
                writing.

        2.5.2   United Kingdom. The Selected Terms list for Queries rendering to
                the URL http://search.msn.co.uk will be agreed upon in writing.

2.6     Relevance. The parties will mutually agree on additions to and
        subtractions from the Selected Terms list. If Microsoft reasonably
        believes that Company Search Results delivered in response to Query
        Terms are not relevant, Microsoft may unilaterally require Company to
        either (i) remove that specific Query Term from the Selected Term list,
        in which case Company will remove such Query Term from the Selected Term
        list within [*], or (ii) remove that specific, non-relevant Company
        Search Result Listing, in which case Company will remove such Search
        Result Listing within [*]. In addition, Microsoft has the ability to
        block delivery of Queries to Company in accordance with Section 2.1.3.

2.7     [*] Filter. Microsoft may require Company to [*] from appearing in
        Company Search Results for one of two reasons: [*].

2.8     User Interface Changes. During the Term, Microsoft will make
        commercially reasonable efforts not to make user interface changes to
        the MSN Search Results Page (including, but not limited to, [*]) that
        materially reduce the Rolling Average Click Through Rate. For the
        purposes of this Section 2.8, "The Rolling Average Click Through Rate"
        means the Click Through Rate over a [*] period. If during the Term, any
        user interface change to the MSN Search Results Page initiated by
        Microsoft, individually or in the aggregate, causes the Rolling Average
        Click Through Rate to experience a decline greater than [*] percent
        ([*]%), or such changes either individually or in the aggregate cause
        the Rolling Click Through Rate to decline more than [*] percent ([*]%)
        below the Baseline Click Through Rate, upon written notification from
        Company, Microsoft will make commercially reasonable efforts within [*]
        Business Days to return the Click Through Rate to where it was
        immediately prior to the user interface change(s). Microsoft's
        obligation to exercise commercially reasonable efforts to return the
        Rolling Average Click Through Rate to levels evidenced prior to the user
        interface changes is Company's sole and exclusive remedy. During the
        Trial Period Term, the user interface of the MSN Search Results Pages
        will appear as shown in Figure 1. Notwithstanding anything in this
        Section 2.8 to the contrary, Microsoft will display Company Search
        Results in accordance with the basic placement provisions set forth in
        Exhibit A, Section B(i) attached hereto.

2.9     Revenue Impact

        2.9.1   Revenue Impact North America. After the Baseline North American
                Revenue Rate is


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                established, Microsoft will not remove Search Result Listings or
                Query Terms from the Selected Terms list under Section 2.6, [*],
                and/or make user interface changes under Section 2.8 that
                individually or in the aggregate cause Gross Revenue recognized
                by Company from Microsoft's display of Company Search Results on
                http://search.msn.com for any [*] to drop below [*] percent
                ([*]%) of the Baseline North American Revenue Rate. The effect
                of Company removing a Query Term from the Selected Terms list
                pursuant to Section 2.10 below will be included in determining
                whether the [*]% threshold has been reached.

        2.9.2   Revenue Impact UK. After the Baseline UK Revenue Rate is
                established, Microsoft will not remove Search Result Listings or
                Query Terms from the Selected Terms list under Section 2.6, [*],
                and/or make user interface changes under Section 2.8 that
                individually or in the aggregate cause Gross Revenue recognized
                by Company from Microsoft's display of Company Search Results on
                http://search.msn.co.uk for any [*] to drop below [*] percent
                ([*]%) of the Baseline UK Revenue Rate. The effect of Company
                removing a Query Term from the Selected Terms list pursuant to
                Section 2.10 below will be included in determining whether the
                [*]% threshold has been reached.

2.10    Management of Objections. If Microsoft requests the removal of Search
        Result Listings under Section 2.6, then Company in its sole and
        reasonable discretion will have the right to remove the Selected Term.
        Similarly, [*].

2.11    Company Deliveries. Company is responsible for providing all costs
        related to delivery of the Search Services and its obligations under
        this Agreement, including but not limited to hardware, software, and
        networking costs necessary to perform its obligations under this
        Agreement.

2.12    Service Level Agreement. The parties will employ commercially reasonable
        efforts to comply with their respective obligations under the service
        level agreement set forth in Exhibit D.

2.13    International Subsidiaries. Company may inform Microsoft that a
        subsidiary that is wholly owned, directly of indirectly, by Company will
        be responsible for the obligations of Company under this Agreement with
        respect to the market served by that wholly-owned subsidiary. Any such
        notification or delegation by Company shall not limit Company's
        obligations and liabilities to Microsoft under this Agreement, and
        Company hereby agrees to guarantee all such obligations and liabilities
        in the relevant market. Without limitation of the foregoing, Company has
        informed Microsoft that Overture Search Services (Ireland) Limited, its
        wholly-owned subsidiary, shall be responsible for Company's obligations
        relating to the MSN Search Site in the UK market.

3.      PAYMENTS, REPORTING AND AUDITS

3.1     Trial Period Payment. For the Trial Period Term, Company will pay to
        Microsoft a Revenue Share Payment according to the Gross Revenue Share
        Tiers in Table 1 below. Company will make all payments to Microsoft
        within Forty Five (45) days after the end of each calendar month.

3.2     Main Period Payment. During the Main Period Term, Company will pay to
        Microsoft per month the greater of (i) the Guaranteed Payment and (ii)
        the Revenue Share Payment according to [*] Table 1 below, if
        [*] conditions are met: [*]. If any of the [*] conditions are not met,
        Company will pay Microsoft a Revenue Share Payment as outlined in Table
        1. The Revenue Share Payment will be determined by multiplying the
        monthly Gross Revenue by the appropriate percentage from Column A below.
        If Microsoft has elected to extend the Main Period Term as provided in
        Section 7.2, the Revenue Share


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        Payment will be determined thereafter, on a going forward basis by
        multiplying the monthly Gross Revenue by the appropriate percentage from
        Column B below.

                       Table 1: [*]


        [*]



        For the avoidance of doubt, [*].

        Company will make all payments to Microsoft in U.S. Dollars, or other
        currency as mutually agreed by the parties, within Forty-Five (45) days
        after the end of each calendar month. Company and Microsoft will
        mutually agree on whether Company will make a single payment for all
        amounts due hereunder or separate payments for individual markets. If
        Microsoft fails to deliver the Minimum Queries by the end of the Term,
        then Microsoft is obligated to display Company Search Results on the MSN
        Search Results Page in accordance with this Agreement until the Minimum
        Queries are delivered (the "Make-Good Period"). Company will not be
        required to make any additional Guaranteed Payments, but Company will
        continue to be required to make Revenue Share Payments during the
        Make-Good Period.

3.3     Reporting. During the Term, Company will provide two reports to
        Microsoft. First, on a [*] basis and in a manner to be mutually agreed
        by the parties, Company will provide to Microsoft a report with [*]
        numbers for the i) estimated number of Queries, ii) estimated number of
        Click Throughs, and iii) estimated gross revenue from MSN Search Site
        end-users. Second, Company will report to Microsoft actual revenue from
        MSN Search Site end-users no later than the due date for payments made
        pursuant to Section 3.2 above. All reporting under this Section 3.3 will
        be subject to Microsoft's audit rights in Section 3.5. The reports will
        be provided in such manner and format as reasonably approved by the
        parties.

3.4     Payment Address. All payments and reports pursuant to this Agreement
        will be sent to Microsoft at:


                         [*]


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3.5     Audit. At any time during the term of the Agreement, Microsoft reserves
        the right, during normal business hours upon at least [*] Business Days'
        notice to review Company's records related to the amount of payment
        under this Agreement for the prior [*] period. Such review must be
        conducted by an independent nationally recognized certified public
        accounting firm reasonably acceptable to both parties (the "Auditor"),
        which Auditor will sign Company's reasonable non-disclosure agreement
        and such Auditor may only disclose (i) Company's compliance or
        non-compliance with the payment provisions of this Agreement and (ii)
        the amount of any underpayment or overpayment, if any. Such audit will
        be conducted in accordance with generally accepted auditing standards.
        Any such audit may occur a maximum of [*] per year (unless an audit
        reveals an underpayment as set forth below), and will be at Microsoft's
        expense, unless the audit concludes an underpayment of [*] percent
        ([*]%) or more has occurred. In the case of underpayment by [*] percent
        ([*]%) or more, Company will (i) both pay for the underpayment and
        reimburse Microsoft for the cost of the audit, and (ii) Microsoft will
        have the right to conduct a second audit.

4.      EXCLUSIVITY, CONFIDENTIALITY AND PRESS RELEASES

4.1     Exclusivity.

        (a) Except expressly provided in this Section 4.1, this Agreement is
        non-exclusive and nothing in this Agreement will be construed as
        restricting either party's ability to acquire, display, deliver,
        license, develop, manufacture or distribute for itself, or have others
        acquire, display, deliver, license, develop, manufacture or distribute
        for itself, content, software, news, sites, search services, search
        results or the like, which is the same or similar to that contemplated
        by this Agreement, or to market, promote and distribute same in addition
        to that contemplated by this Agreement.

        (b) Company Search Results are the only results that may appear in the
        "Sponsored Sites" section of MSN Search Results Pages. In addition,
        Microsoft will not display, or link to, either any Named Overture
        Company or to any Paid Search Result Listing from any Named Overture
        Company above the main body of search results (currently [*]) on any MSN
        Search Results Page. Notwithstanding the foregoing, Microsoft will be
        entitled to (i) display Paid Search Result Listings from [*] in Featured
        Sites subject to Company's right to replace such listings as provided
        for in Section 4.1(d), (ii) display or link to Named Overture Companies
        if they constitute actual results for end-user Queries (for example,
        Queries for "search engines" could return Named Overture Companies); and
        (iii) include a [*] or other such similarly worded link above Company
        Search Results and directing end-users to the [*].

        (c) If Microsoft is interested in pursuing fundamentally different
        search functionality with a Named Overture Company, it will notify
        Company in writing that Overture has the opportunity to provide the same
        search functionality to Microsoft. Company shall have [*] Business Days
        after receipt of Microsoft's notice to notify Microsoft in writing that
        it would like to deliver such functionality to Microsoft ("New Product
        Notice"). If a New Product Notice is given, Company will use best
        commercial efforts to delivery the requested functionality within [*]
        months following delivery of the New Product Notice, or an amount of
        time mutually determined by the parties. If Company has not completed
        and delivered such functionality within [*] months following its New
        Product Notice,


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        Microsoft may pursue the functionality with a Named Overture Company. If
        Company does not deliver a New Product Notice within the [*] Business
        Day period referred to above, Company will be assumed to have foregone
        the opportunity to provide the search functionality to Microsoft and
        Microsoft may pursue such functionality with a Named Overture Company.
        Factors such as pricing, ranking, and matching on revenue-based
        attributes shall not be used in determining whether search functionality
        is fundamentally different for purposes of this subsection (c) from
        Overture's search functionality. Examples of fundamentally different
        search functionality are [*].

        (d) Company has the right to cause a meeting with Microsoft as
        frequently as [*] to review possible replacements to the Named Overture
        Companies List requested by Company. Changes require Microsoft's consent
        which will not be unreasonably withheld or delayed. For the avoidance of
        doubt, [*].

        (e) If Company believes that URLs from [*] cause a reasonable
        competitive concern for Company, Company will notify Microsoft in
        writing and Microsoft will have the obligation to share any knowledge it
        has about the presence of such third-party links from [*] (including,
        but not limited to information about URLs and/or listings) and Company
        will have the right to require Microsoft to swap out one or more such
        URLs with Company Search Results according to a reasonable timetable,
        provided however that Company Search Results must resolve to the
        identical URL as those provided by the applicable [*]. For the avoidance
        of doubt, [*]. The above notwithstanding, Company will only pursue the
        swap out of URLs from [*] section of the MSN Search Results Pages, if
        Company has Paid Search Results Listings to serve as replacements. Also,
        if Company opts to swap out listings for any particular market, [*]. If
        Company Search Results are [*] pursuant to this Section 4.1, Click
        Throughs to such Company Search Results will be counted as part of
        general Click Throughs and payment to Microsoft will be made as part of
        the payment process set forth in Section 3 above.

        (f) Microsoft will not enter into an agreement that grants [*] the right
        to market or promote a product within MSN's [*].

        4.2     Conflicts with Prior NDA. The parties acknowledge and agree that
        the terms and conditions of the Microsoft Corporation Non-Disclosure
        Agreement dated as of August 7, 1998 ("NDA") entered into by and between
        the parties are incorporated into this Agreement as if fully set forth
        herein and that all of the terms of this Agreement (including but not
        limited to its existence) and all discussions, reports and negotiations
        related thereto (including but not limited to the Selected Terms list or
        the number of Query Terms contained therein or the financial terms of
        the Agreement) are considered Confidential Information as defined in the
        NDA. If any of the incorporated terms of the NDA are inconsistent with
        or conflict with this Agreement, then the terms of this Agreement will
        control.

4.3     Survival of Confidentiality Provisions. Notwithstanding Section 4.2,
        each party further agrees that the incorporated restrictions in the NDA
        with respect to Confidential Information will survive the termination of
        this Agreement. Each party may disclose the terms and conditions of this
        Agreement to its employees, affiliates and its immediate legal and
        financial consultants on a need to know basis as required in the
        ordinary course of that party's business, provided that such employees,
        affiliates and/or


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        legal and/or financial consultants agree in writing in advance of
        disclosure to be bound by the NDA and this Section 4, and may disclose
        Confidential Information as required by government or judicial order,
        provided each party gives the other party prompt notice of such order
        and complies with any protective order (or equivalent) imposed on such
        disclosure.

4.4     Injunctive/Equitable Relief. Each party acknowledges that monetary
        damages may not be a sufficient remedy for unauthorized disclosure or
        use of Confidential Information or other breach of this Section 4, and
        that each party may seek, without waiving any other rights or remedies,
        such injunctive or equitable relief as may be deemed proper by a court
        of competent jurisdiction.

4.5     Press Release. The parties will have the right to issue a joint press
        release or separate press release regarding this Agreement after the
        Agreement has been extended to include the Main Period Term (which may
        occur on February 16, 2002 if neither party terminates this Agreement
        pursuant to Section 7.1) and another press release after the date on
        which the parties agree to extend the Agreement beyond December 31,
        2003. Neither party may issue a press release or make a public
        announcement(s) relating to either this Agreement or the relationship
        established by this Agreement without the express prior written consent
        of the other party, which consent will not be unreasonably withheld or
        delayed. If an objection to such a press release or public
        announcement(s) is not received within five (5) Business Days after
        notice of one party to the other, consent will be deemed granted. There
        will be no press release or public announcement relating to this
        Agreement during the Trial Period Term. Notwithstanding the above, the
        parties may make public announcements relating to this Agreement without
        the other party's prior written consent if the announcement only
        contains information contained in previously approved press releases or
        could be reasonably ascertained by viewing MSN.

4.6     Company's Limited Disclosure. Notwithstanding Section 4.5, Company will
        have the right to notify its advertisers and potential advertisers of
        the general nature of the Agreement (including Company's estimate of the
        increase in traffic) in order to encourage both Company's advertisers to
        increase their spending with Company and potential advertisers to
        advertise with Company. Company will have the right to respond to public
        criticism relating to the general nature of its business, including the
        affiliate network of which Microsoft is a part, and Company will be the
        sole respondent. In addition, Company will have the right to provide
        media guidance regarding the general nature of its business.

4.7     Microsoft's Limited Disclosure. Notwithstanding Section 4.5, Microsoft
        will have the right to respond to public criticism relating to the
        general nature of the MSN Search Site, of which Company Search Results
        are a part, and Microsoft will be the sole respondent. . In addition,
        Microsoft will have the right to communicate with industry opinion
        leaders about general nature of the Agreement in order to encourage
        media and end user acceptance of the MSN Search Site.

4.8     No Implied License. Except as specifically provided herein, this
        Agreement does not grant to either party any right, title, interest or
        license in or to any of the other party's intellectual property. Company
        will not, without prior written consent from Microsoft, use any of
        Microsoft's names, word marks, logos, logotypes, trade dress, designs,
        or other trademarks in connection with the performance of services under
        this Agreement or otherwise to promote its own products or services.

5.      WARRANTIES AND INDEMNIFICATION

5.1     Company.

        (a) Company warrants and represents that: (i) Company has sufficient
        authority to enter into this Agreement, (ii) all materials delivered by
        Company to Microsoft and/or to end-users accessing the Search Service
        through MSN pursuant to this Agreement including without limitation the
        trademarks, Search Service user interface, and/or Company Search Results
        (solely with respect to its relationship with Microsoft under this
        Agreement) do not infringe the copyrights, trademarks, service marks or


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<PAGE>
        any other proprietary right of any third party; (iii) the Company Search
        Results provided to Microsoft for inclusion on the MSN Search Results
        Pages do not and will not contain any libelous, or materially false or
        misleading statements and do not otherwise infringe on the rights of any
        third party; (iv) the Search Service and all actions occurring as a
        result of the Search Service are in compliance with all applicable laws;
        and (v) Company will not permit to appear in, or be uploaded to any
        Microsoft property or equipment, including the MSN Search Results Pages,
        any messages, data, images or programs, that would violate the property
        rights of others, including unauthorized copyrighted text, images,
        programs or trade secrets or other confidential and/or proprietary
        information, or trademarks or service marks used in an infringing
        fashion. Notwithstanding anything in this Agreement, Company makes no
        warranty with respect to content of third party Web Sites that end-users
        may link to via Company Search Results.

        (b) Company will defend, indemnify and hold Microsoft harmless from and
        against, and Company, at its option, may settle, all third party claims,
        suits or proceedings (including, without limitation, payment of
        reasonable attorneys' fees and other expenses of litigation) brought
        against Microsoft by a third party and arising from or related to any
        breach by Company of the warranties set forth in this Section 5.1 or any
        other warranty, representation or covenant made by Company under this
        Agreement or otherwise as a result of the service provided to Microsoft
        under this Agreement, provided that Microsoft cooperates as set forth in
        Section 5.3. If Microsoft receives notice which alleges that the Search
        Service or any portion thereof or any materials delivered hereunder (a)
        violate any applicable laws, and/or (b) infringe the copyrights,
        trademarks, service marks or any other proprietary right of any third
        party, Microsoft will notify Company of such allegation and Company will
        have 24 hours (or one Business Day, whichever is longer) from receipt of
        notice in which to resolve such matters. If Company has not resolved
        such matters within 24 hours (or one Business Day, whichever is longer)
        from receipt of notice, Microsoft reserves the right, without any
        liability to Company for such action, immediately to block Queries, or
        require Company to suspend inclusion of the alleged offending/infringing
        Search Result Listing(s), Selected Term(s) and/or advertisers from the
        Search Service pending the resolution of such matters (e.g. the
        Company's discontinuing or suspending of such material from the Search
        Service) to Microsoft's satisfaction Microsoft will use reasonable
        efforts to assist Company in resolution of such matters. If Company is
        in material breach of the warranties set forth in this Section
        5.1(a)(ii), (iii), or (v), then Microsoft's exclusive remedies for such
        breach will be, at Microsoft's sole discretion, one or more of the
        following: (A) requiring Company to fulfill its indemnity obligation as
        set forth in this section; (B) blocking Queries or requiring Company to
        suspend inclusion of the offending/infringing Search Result Listing(s),
        Selected Term(s) and/or advertisers from the Search Service, as provided
        above; and (C) terminating this Agreement in accordance with Section
        7.4.

5.2     Microsoft. Microsoft warrants and represents that (i) Microsoft has
        sufficient authority to enter into this Agreement and (ii) the MSN
        Search Site and all materials delivered by Microsoft to Company pursuant
        to this Agreement, if any, do not infringe the copyrights, trademarks,
        service marks or any other proprietary right of any third party.
        Microsoft will indemnify and defend or, at its option, settle
        (including, without limitation, payment of reasonable attorneys' fees
        and other expenses of litigation) all third party claims, suits or
        proceedings brought against Company by a third party and arising from or
        related to any breach by Microsoft of the warranties set forth in this
        Section 5.2 or any other warranty, representation or covenant made by
        Microsoft under this Agreement, provided that Company cooperates as set
        forth in Section 5.3.

5.3     Indemnification Process. If any action, suit, proceeding or other claim
        (the "Indemnified Claim") will be brought or threatened against either
        party (the "Indemnified Party") in respect to which indemnity and
        defense may be sought from the other party (the "Indemnifying Party")
        pursuant to the provisions of this Section 5, the Indemnified Party will
        promptly notify the Indemnifying Party in writing, specifying the nature
        of the Indemnified Claim and the total monetary amount sought or other
        such relief as is sought therein. The Indemnified Party will cooperate
        with the Indemnifying Party at the


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<PAGE>
        Indemnifying Party's expense in all reasonable respects in connection
        with the defense of any Indemnified Claim. The Indemnifying Party may
        upon written notice to Indemnified Party (an "Assumption of Defense
        Notice") undertake to conduct all proceedings or negotiations in
        connection therewith, assume the defense thereof, and if it so
        undertakes, it will also undertake all other steps or proceedings to
        settle or defend any Indemnified Claim, including the employment of
        counsel which will be reasonably satisfactory to Indemnified Party, and
        payment of all expenses. If the Indemnifying Party has provided the
        Indemnified Party an Assumption of Defense Notice, the Indemnified Party
        will have the right to employ separate counsel at Indemnified Party's
        own expense and participate in the defense or conduct its own defense if
        the Indemnified Party has reasonably determined that its interests would
        be best served by conducting its own defense. The Indemnifying Party
        will reimburse the Indemnified Party upon demand for payment made or
        loss suffered by it (and for attorneys fees and costs reasonably
        incurred by Indemnified Party prior to the date of any Indemnifying
        Party's Assumption of Defense Notice) any time after the date of tender,
        based upon the judgment of any court of competent jurisdiction or
        pursuant to a bona fide compromise or settlement of Indemnified Claims.
        The Indemnifying Party will not settle any Indemnified Claim on the
        Indemnified Party's behalf without first obtaining the Indemnified
        Party's written permission (except a settlement or compromise that (i)
        is full and final with respect to the Indemnified Claim including
        without limitation all attorney fees and costs to which it is entitled;
        (ii) does not obligate the Indemnified Party to act or to refrain from
        acting in any way; (iii) does not contain an admission of liability on
        the part of the Indemnified Party; (iv) dismisses the Indemnified Claim
        with prejudice; and (v) is subject to confidentiality, such that no
        party may disclose the terms of the settlement or compromise without the
        Indemnified Party's prior written consent), which written permission
        will not be unreasonably withheld, and the Indemnifying Party will
        indemnify and hold the Indemnified Party harmless from and against any
        costs, damages and fees reasonably incurred by the Indemnified Party,
        including fees of attorneys and other professionals, that are
        attributable to such Indemnified Claims prior to the date of tender of
        the defense to the Indemnified Party. The Indemnifying Party will not be
        responsible for any indemnification obligations arising hereunder
        pursuant to the terms and conditions of any settlement of an Indemnified
        Claim by the Indemnified Party unless such settlement was approved by
        the Indemnifying Party, which approval will not be unreasonable
        withheld.

5.4     DISCLAIMER. THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES MADE BY THE
        PARTIES. EACH PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR
        REPRESENTATION EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
        IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND
        FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE
        FOREGOING, EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT, NEITHER
        PARTY HAS MADE ANY EXPRESS OR IMPLIED REPRESENTATIONS, ASSURANCES AND/OR
        WARRANTIES REGARDING THE NUMBER OF CLICK THROUGHS OR WEB PAGE VIEWS
        WHICH MAY BE GENERATED BY THE IMPRESSIONS DELIVERED HEREUNDER AND THAT
        NEITHER PARTY HAS RELIED ON ANY STATEMENTS BY THE OTHER PARTY OR ANY
        THIRD PARTIES IN RELATION THERETO IN ENTERING INTO THIS AGREEMENT.

5.5     Insurance. Prior to the date on which this Agreement is executed and
        throughout the entire performance of services by Company under this
        Agreement, Company will procure and maintain insurance reasonably
        adequate to cover liability that Company may reasonably incur as a
        result of the performance of services under this Agreement. Without
        limiting the foregoing, Company agrees that such insurance will include
        the following lines of coverage to the extent the Agreement creates
        exposures generally covered by these insurance policies:

        (a) Commercial General Liability, and Workers Compensation (statutory
        limits) and Employers Liability, which will be on "Occurrence Form" with
        minimum limits of [*]; and

        (b) Professional Liability and Errors & Omissions Liability Insurance,
        including, without limitation, Personal and Advertising Injury
        coverages, on a "Claims Made Form", with policy


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        limits of not less than [*] (except the limit shall be [*] for Personal
        and Advertising Injury coverages), and with a deductible of not more
        than [*]. Such insurance will include coverage for infringement of third
        party proprietary rights, including at a minimum copyright and trademark
        infringement, as related to Company's performance under this Agreement.
        As respects any Claims Made insurance, the insurance retroactive
        coverage date will be no later than the Effective Date of this
        Agreement. Company will maintain continuous coverage during the Term of
        this Agreement, and, in the event of cessation of such Claims Made
        insurance coverage, Company will maintain an extended reporting period
        providing that claims first made and reported to the insurance company
        within [*] after Microsoft's final payment for the services will be
        deemed to have been made during the policy period.

        The above insurance limits will not in any way limit the liability of
        Company or any Company subcontractor with respect to this Agreement.
        Upon request, Company will deliver to Microsoft proof of the coverage
        set forth in this Section 5.5. The provisions of this Section 5.5 may be
        amended by mutual agreement of the parties.

6.      LIMITATION OF LIABILITIES

        NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
        CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO
        THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
        BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
        AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
        SUCH DAMAGES. THIS SECTION WILL NOT APPLY TO EITHER PARTY'S (A) ABILITY
        TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF; (B) CONFIDENTIALITY
        OBLIGATIONS UNDER SECTION 4; (C) THE PARTIES' INDEMNIFICATION
        OBLIGATIONS SECTION SET FORTH IN SECTION 5; (D) CONDUCT THAT AMOUNTS TO
        FRAUD; AND (E) VIOLATION OF THE EXCLUSIVITY PROVISIONS SET FORTH IN
        SECTION 4, WHERE COMPANY HAS NOTIFIED MICROSOFT OF THE BREACH AND
        MICROSOFT IS NOT USING COMMERCIALLY REASONABLE EFFORTS TO CURE THE
        BREACH, UNLESS MICROSOFT IN GOOD FAITH DOES NOT AGREE THAT IT HAS
        BREACHED SECTION 4.

7.      RENEWAL AND TERMINATION

7.1     Term. This Agreement commences on the Effective Date and automatically
        extends into the Main Period Term unless on or before February 15, 2002,
        one party notifies the other that it does not wish to extend. If such
        notice is given, this Agreement will expire on February 28, 2002. If no
        such notice is given, the Main Period Term will commence March 1, 2002
        and continue through December 31, 2003. However, if Microsoft has not
        delivered all of the Minimum Queries by the conclusion of the Main
        Period Term, Microsoft will continue its display of Company Search
        Results on the MSN Search Results Pages during the Make-Good Period in
        accordance with this Agreement until the under-delivered Queries are
        provided, and Company will continue to pay Microsoft according to
        Section 3.2.

7.2     Microsoft Extension Right. Any time on or before March 31, 2002,
        Microsoft may -- at its sole discretion and in writing -- opt to extend
        the Main Period Term for an additional year to December 31, 2004. If
        Microsoft so elects, the percentage of Gross Revenue Company pays to
        Microsoft will increase according to Section 3.2.

7.3     Renewal Notice; Termination. If this Agreement is in effect as
        of the end of the Main Period Term and either party desires to extend
        the Main Period Term for one or more additional one (1) year periods,
        then such party will give written notice to the other party no later
        than [*] prior to the expected expiration date. If either party gives
        such notice and the other party accepts, the parties will negotiate the
        terms and conditions of such extension in good faith for a [*] period


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<PAGE>
        beginning on the date the receiving party receives such notice. If no
        such notice is given and accepted or if the parties fail to reach an
        agreement on such extension prior to the expiration date following the
        giving of such notice, this Agreement will terminate at the end of the
        Main Period Term then in effect.

7.4     Termination for Cause. In addition to any other rights and/or remedies
        that either party may have under the circumstances, all of which are
        expressly reserved, either party may terminate this Agreement effective
        immediately upon written notice at any time if:

        (i) The other party is in material breach of any material warranty,
        representation, term, condition or covenant of this Agreement, other
        than those contained in Section 4.2 and 4.3, and fails to cure that
        breach within thirty (30) days after written notice thereof; or

        (ii) The other party is in material breach of Section 4.2 or 4.3 or
        makes an assignment in violation of Section 8.3, or due to a force
        majeure event as provided in Section 8.6; or

        (iii) Either party makes any assignment for the benefit of creditors or
        suffers or permits the commencement of any form of receivership
        proceeding; or has any petition under any bankruptcy law filed against
        it, which petition is not dismissed within sixty (60) days after such
        filing; or has a trustee or receiver appointed for its business or
        assets or any part thereof.

7.5     Termination/Non-Renewal During Trial Period Term. Within the Trial
        Period Term Microsoft will have the sole right to terminate without
        cause this Agreement at any time upon forty-eight (48) hours prior
        written notice to Company up until and including February 15, 2002 and
        upon any such notice this Agreement will terminate at the end of such
        forty-eight (48) hour period. Either party will have the right to
        decline without cause to enter the Main Period Term upon written notice
        to the other party as provided in Section 7.1, in which case this
        Agreement will expire as provided in Section 7.1. Except as provided in
        Section 7.6, neither party will be responsible to the other for any
        costs or damages resulting from the termination or expiration of this
        Agreement pursuant to this Section 7.5.

7.6     Survival, Final Payment, Destruction of Confidential Information. In the
        event of termination or expiration of this Agreement for any reason,
        Sections 1, 4, 5, 6, 7.6 and 8 will survive termination. To avoid doubt,
        if Microsoft terminates this Agreement pursuant to Section 7.4 or
        Section 7.5, Company will be required to pay payments due Microsoft for
        Gross Revenue recognized with respect to Click Throughs made on or
        before the effective date of termination through the effective date of
        termination or expiration hereof. Upon termination or expiration both
        parties will, upon written request, return or certify destruction of
        Confidential Information of the other party. Neither party will be
        liable to the other for damages of any sort resulting solely from
        terminating this Agreement in accordance with its terms.

8.      GENERAL

8.1     Independent Contractors. The parties are independent contractors with
        respect to each other, and nothing in this Agreement will be construed
        as creating an employer-employee relationship, a partnership, agency
        relationship or a joint venture between the parties.

8.2     Governing Law. This Agreement will be governed by the laws of the State
        of Washington as though entered into by Washington residents and to be
        performed entirely within the State of Washington. In any action or suit
        to enforce any right or remedy under this Agreement or to interpret any
        provision of this Agreement, the prevailing party will be entitled to
        recover its costs, including reasonable attorneys' fees, including
        without limitation, costs and fees incurred on appeal or in a bankruptcy
        or similar action.

8.3     Assignment. Company may not assign this Agreement, or any rights or
        obligations hereunder, whether by operation of contract, law or
        otherwise, except with the express written consent of Microsoft, and any
        attempted assignment by Company in violation of this Section shall be
        void. For


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<PAGE>


        purposes of this Agreement, an "assignment" by Company under this
        Section shall consist of any assignment of this Agreement and shall
        additionally be deemed to consist of each of the following: (a) sale,
        assignment, pledge, gift or other transfer by Company or its Affiliates
        (as defined below), or any of its or their officers or directors,
        amounting to more than twenty percent (20%) of Company's voting stock
        (or any class of non-voting security convertible into Company's voting
        stock) to a Named [*] Company, whether in a single transaction or series
        of related transactions; (b) a change in "control" (as defined below) of
        the Company such that a Named [*] Company would control Company, whether
        through a single transaction or a series of related transactions; (c) a
        merger or consolidation of Company with a Named [*] Company, whether or
        not Company is the surviving entity; and (d) the sale, assignment,
        pledge, gift or other transfer of more than fifty percent (50%) of
        Company's business and/or assets to a Named [*] Company, whether in a
        single transaction or series of related transactions. Microsoft has the
        right to cause a meeting with Company as frequently as once per quarter
        to review possible replacements or additions to the Named [*] Company
        list as requested by Microsoft. Changes to the Named [*] Company list
        require Company's consent, which will not be unreasonably withheld or
        delayed.


        For purposes of this Section 8.3,
        "Named [*] Companies" means: (i) those entities that are listed in
        Exhibit C: Named [*] Companies, and all Affiliates thereof, and all
        direct successors or assigns of any of such entities or its Affiliates,
        or third parties acting as agent or otherwise on behalf of any such
        entities or its Affiliates, as may be updated once per calendar quarter
        as set forth above in this Section 8.3, and (ii) any entity doing
        business under any of the brand names of one or more of the entities
        described in subsection (i) of this definition.

8.4     Construction. If any provision of this Agreement conflicts with
        governing law or if any provision is held to be null, void or otherwise
        ineffective or invalid by a court of competent jurisdiction, (i) such
        provision will be deemed to be restated to reflect as nearly as possible
        the original intentions of the Parties in accordance with applicable
        law, and (ii) the remaining terms, provisions, covenants and
        restrictions of this Agreement will remain in full force and effect.
        This Agreement has been negotiated by the parties and their respective
        counsel and will be interpreted fairly in accordance with its terms and
        without any strict construction in favor of or against either party. The
        section headings used in this Agreement are intended for convenience
        only and will not be deemed to affect in any manner the meaning or
        intent of this Agreement or any provision hereof.

8.5     Notices. All notices and requests in connection with this Agreement will
        be given in writing and will be deemed given as of the day they are
        received either by messenger, delivery service, or in the United States
        of America mails, postage prepaid, certified or registered, return
        receipt requested, and addressed as below or to such other address as a
        party may designate pursuant to this notice provision.

    To Company:                             To Microsoft:

    [*]                                     [*]


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<PAGE>

8.6     Force Majeure. Neither party will be responsible for any delay or
        failure to perform its obligations under this Agreement due to causes
        beyond its reasonable control, including but not limited to, acts of
        God, war, terrorism, riot, embargoes, acts of civil or military
        authorities, earthquake, fire, supplier shortage, Internet outage,
        floods or accidents (each a "Force Majeure Event"). In the event of a
        Force Majeure Event, the party affected will use reasonable efforts to
        notify the other party of the occurance of the event within a reasonable
        period of time and will use reasonable efforts to avoid or minimize the
        impact of any delay and will use reasonable efforts to resume
        performance of its obligations under this Agreement as promptly as
        possible. If within thirty (30) days after notifying the other party of
        a Force Majeure Event, the affected party is (i) unable to perform its
        obligations under the Agreement or (ii) reach agreement with the other
        party on a replacement solution, then the other party will have the
        right to immediately terminate this Agreement.

8.7     Entire Agreement. This Agreement does not constitute an offer by either
        party and it will not be effective until signed by both parties. This
        Agreement constitutes the entire agreement between the parties with
        respect to the subject matter hereof. This Agreement does not affect the
        Premier Search Services Agreement dated January 21, 2000 (as amended
        January 21, 2001) between Microsoft and Company which remains in full
        force and effect; nor does this Agreement affect the GoTo-in-a-Box
        Agreement dated April 15, 2001 (amended June 30, 2001) between Microsoft
        and Company, which remains in full force and effect; nor does this
        Agreement affect the Overture-in-a-Box Agreement dated August 22, 2001
        between Microsoft and Overture Search Services (Ireland) Limited, which
        remain in full force and effect.

8.8     Modifications; Waivers. This Agreement will not be modified except by a
        written agreement dated subsequent to the date of this Agreement and
        signed on behalf of Company and Microsoft by their respective duly
        authorized representatives. No waiver of any breach of any provision of
        this Agreement will constitute a waiver of any prior, concurrent or
        subsequent breach of the same or any other provisions hereof, and no
        waiver will be effective unless made in writing and signed by an
        authorized representative of the waiving party.

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<PAGE>
The parties have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date.


MICROSOFT CORPORATION               OVERTURE SERVICES, INC.
/s/ Bill Bliss                      /s/ Todd Tappin
--------------------------------    --------------------------------
By (signature)                      By (signature)

Bill Bliss                          Todd Tappin
--------------------------------    --------------------------------
Name (print)                        Name (print)

General Manager                     CFO
--------------------------------    --------------------------------
Title                               Title

8 March 2002                         2/27/02
--------------------------------    --------------------------------
Date                                Date

Without limiting Company's obligations hereunder, Overture Search Services
(Ireland) Limited hereby executes this Agreement for purposes of assuming the
obligations (subject to the guarantee by Company provided in Section 2.13) for
the UK market as provided in Section 2.13.

OVERTURE SEARCH SERVICES (IRELAND) LIMITED
/s/ Johannes Larcher
--------------------------------
By (signature)

Johannes Larcher
--------------------------------
Name (print)

Director
--------------------------------
Title

2/27/02
--------------------------------
Date


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                                    Page 18


<PAGE>
                                    EXHIBIT A

COMPANY SEARCH SERVICE PLACEMENT SPECIFICATIONS

A.      DISPLAY OF COMPANY SEARCH RESULTS

        The display of Company's search results is described in Section 2.2 of
the Agreement.

B.      GENERAL MICROSOFT OBLIGATIONS

        i.      BASIC PLACEMENT

Figure 1 shows the ordering of the MSN Search Results Page elements. That is,
from top to bottom, the elements will be a search box -- where an end-user can
easily enter and submit a Query with the words "Search the Web" or similar
words--Spell Checker, Popular Search Topics, Featured Sites, Company Search
Results, and other elements, which may include Web Directory and Web Pages.
Company Search Results will have the heading "Sponsored Sites," but the heading
may be modified by mutual agreement of the parties. Microsoft retains the right
to decide the overall Look and Feel of the MSN Search Site and MSN Search
Results Pages. However, Microsoft will not modify any aspect of the Company
Search Results (including the data contained therein and the placement relative
to the other elements on the MSN Search Results Page), and will ensure that the
Company Search Results appear in the same sequential order as provided by
Company and are displayed together without other content of any kind between
Company Search Results. Each Company Search Result will feature a full title
with a maximum length of 40 characters and a full description of up to 190
characters (see Figure 1) unless an alternative implementation is agreed upon by
the parties. The parties acknowledge that while Microsoft controls the default
Look and Feel of the MSN Search Results Page, end-user may have the ability to
make changes in page layout or other customizations. All basic placement
obligations relate to the defaults that Microsoft controls only.


WITHOUT LIMITING ANYTHING CONTAINED IN THIS EXHIBIT A, Section B, the parties
acknowledge the user interface may change from that shown in Figure 1 during the
Main Period Term; however, Microsoft will ensure subsequent user interfaces
provide Company Search Results within Sponsored Sites with the same consistency
of presentation relative to other major elements of the MSN Search Results Page
(Featured Sites and Directory Sites are examples of major elements of the MSN
Search Results Page) as Figure 1 provides. For the avoidance of doubt, [*].


* Certain information on this page has been omitted and filed separately with
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<PAGE>
                                    FIGURE 1

                 Sample Snapshot of the MSN Search Results Page

                         [SCREENSHOT OF MSN SEARCH PAGE]


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                                    Page 20


<PAGE>
        ii.     EXTENDED PLACEMENT

Microsoft has the right to offer Overture "extended" placement at the bottom of
the MSN Search Results Page. The placement would allow those terms not currently
on the Selected Terms list to gain placement at the bottom of the search results
page. If Microsoft decides at its sole discretion to offer Extended Placement
the parties will negotiate in good faith to determine appropriate adjustments to
the Baseline Click Through Rate, Baseline Coverage, and Guaranteed Payment. If
the parties cannot reach agreement, they are under no obligation to enter into
Extended Placement.

        iii.    INTERNATIONAL TRAFFIC ISSUES.

If Company believes the individual URLs comprising the MSN Search Site are
receiving a disproportionate amount of Queries from outside their home markets,
the parties will work together and employ commercially reasonable efforts to
find a mutually acceptable cure.

        iv.     "ABOUT" LINK

An "About" link (see Figure 1) may appear in conjunction with Company Search
Results. The parties will agree upon content for an "About" link prior to the
Effective Date. For subsequent changes, Microsoft's intentions will be to
communicate in advance with Company and confirm content is both mutually
acceptable and consistent with Microsoft's guidelines for the "About" link.
Microsoft's guidelines for the "About" link are follows (i) the content is
explanatory in nature, (ii) the intent of the disclosure language is consistent
from section to section, and (iii) the link does not exploit its proximity to
Company Search Results to promote non-Company opportunities. If Company does not
have advance knowledge of changes to the "About" link and has not previously
consented to the content and Company determines changes have occurred and are
objectionable, it will notify Microsoft and the parties will work together to
modify the content so it is mutually acceptable and consistent with Microsoft's
guidelines for the "About" link.

C.      GENERAL COMPANY OBLIGATIONS

Company will send only Paid Search Result Listings to Microsoft unless otherwise
mutually agreed to by the parties.

Company will ensure that Company Search Results presented to MSN Search Site
end-users, other than test Company Search Results, are at least one of the
following: (i) not different from the search results presented to Company
end-users who initiate the identical search query on the Primary Web Site and
(ii) of comparable quality when compared to results provided on the Primary Web
Site.

Company will not deliver Company Search Results for any Query Terms other than
the Selected Terms. The Parties have agreed to the Selected Terms prior to the
Effective Date. [*]. The processes for adding Terms to the Selected Term list
will be determined by Selected Terms Review Group pursuant to Section 2.4 of
this Agreement.

During the Term with forty-eight (48) hours notice, Microsoft may direct Company
to remove certain Company Search Results from appearing on the MSN Search
Results Page if, in Microsoft's reasonable discretion, the Company Search
Results are [*] or link to content which is, by law, defamatory, obscene,
profane or pornographic or in any way violate any applicable law.



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<PAGE>
                                    EXHIBIT B

                            NAMED OVERTURE COMPANIES

[*]




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<PAGE>
                                    EXHIBIT C

                              NAMED [*] COMPANIES

[*]


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<PAGE>
                                    EXHIBIT D

                             SERVICE LEVEL AGREEMENT

The purpose of this Service Level Agreement (the "SLA") is to describe the
service level commitments that the parties are obligated to deliver under this
Agreement. The sections are as follows:

    I.     Definitions
    II.    Contacts
    III.   Support Procedures
    IV.    Operational Metrics

I.      DEFINITIONS

A.      Definitions.

                (i)     Aggregate Response Time. This is the amount of time
                        (measured in [*]) from the Microsoft proxy server for a
                        complete query.

                (ii)    Availability Percentage. This equals yearly minutes of
                        unplanned downtime plus yearly minutes planned downtime
                        divided by the total minutes in the year. This value
                        does not include Normal Maintenance.

                (iii)   Implementation Change. A request by Microsoft to
                        incorporate a new feature or enhance an existing feature
                        of the Search Service.

                (iv)    Ingress. This is the act of a data packet entering a
                        network from another network.

                (v)     Internal Company Response Time. This is the amount of
                        time (measured in [*]) from the Company Ingress for a
                        complete query.

                (vi)    Network Response Time. This is the sum of Aggregate
                        Response Time minus the Internal Company Response Time.

                (vii)   NOC. Network Operations Center.

                (viii)  Normal Maintenance. Ongoing scheduled maintenance.

                (ix)    Planned Downtime. The amount of time (measured in [*])
                        defined as the case the service is unable to respond to
                        search queries from the Company Ingress due to scheduled
                        maintenance activities.

                (x)     Priority 1 Problems. This is defined as an issue that
                        critically degrades revenue and/or service performance.
                        Examples of Priority 1 Problems are:

                (xi)    Company network is not available

                (xii)   Microsoft searches are not being served from the
                        Microsoft network

                (xiii)  Loss of service(s), where a core part of the Company or
                        Microsoft systems fails to function.

                (xiv)   Priority 2 Problems. This is defined as an issue that
                        degrades revenue and/or user experience. Examples of
                        Priority 2 Problems are:

                (xv)    Degradation of service(s), where a part of the system
                        degrades in function.

                (xvi)   Low queries XML results due to database issues

                (xvii)  Incorrect Results

                (xviii) XML Formatting Issues.

                (xix)   Priority 3 Problem. This is an issue that causes minor
                        end user impact and/or zero revenue impact. Examples of
                        Minor Problems are:

                (xx)    Minor program bug (xxi) Research (information requests)

                (xxii)  Minor Look & feel issues.

                (xxiii) Problem Resolution. A correction, patch, fix alteration
                        or temporary workaround that minimizes the effect of a
                        priority one or two issue restoring the system to the
                        level set forth in this SLA within the performance
                        response times set forth in this SLA.

                (xxiv)  Results Set. A Results Set will consist of the number of
                        Company Search Results required to be displayed pursuant
                        to the Agreement, or a "No


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<PAGE>
                         Results Delivered" notification, if applicable, which
                         Results Set is properly formatted in a mutually agreed
                         XML format.

                (xxv)    Temporary Workaround. A temporary technical solution
                         that restores the system to the levels set forth in
                         this SLA, although there may be ongoing or additional
                         measures until a permanent solution can be implemented.

                (xxvi)   Timeouts. A timeout refers to an action taken by
                         Microsoft production servers when Company Search
                         Results are not received within the maximum Aggregate
                         Response Time referred to as the "Critical Threshold".
                         This action will result in Company Search Results not
                         being displayed.

                (xxvii)  TTL. Time-to-live settings that determine the time that
                         the Company entries remain in the Microsoft DNS cache.

                (xxviii) Unplanned Downtime. The amount of time (measured in
                         minutes) defined as the case the service experiences a
                         problem that causes the service to be unable to respond
                         to search queries from the Company Ingress.

MICROSOFT CONTACTS


<TABLE>
<CAPTION>
NAME           ESCALATION  ROLE/RESPONSIBILITY        EMAIL ADDRESS          OFFICE PHONE   MOBILE PHONE      PAGER
----           ----------  -------------------        -------------          ------------   ------------      -----
<S>            <C>         <C>                        <C>                    <C>            <C>               <C>
[*]            Business 2  Primary Business Contact   [*]                    [*]            [*]               [*]
[*]            Technical 3 Runtime Partner Management [*]                    [*]            [*]               [*]
[*]            Technical 2 Runtime Partner Management [*]                    [*]            [*]
               Business 1
[*]            Technical 3 Site Manager               [*]                    [*]            [*]               [*]
[*]            Technical 1 Strategic Operations       [*]                    [*]            [*]
</TABLE>


COMPANY CONTACTS


<TABLE>
<CAPTION>
NAME             ESCALATION  ROLE / RESPONSIBILITY            EMAIL ADDRESS               OFFICE PHONE   MOBILE PHONE   PAGER
----             ----------  ---------------------            -------------               ------------   ------------   -----
<S>              <C>         <C>                              <C>                         <C>            <C>            <C>
MSN Team                     Includes those listed below      [*]
[*]              Business 2  Director, Business               [*]                         [*]
                             Development -- Primary Business
                             Contact
[*]              Business 2  Director, Affiliate/Search       [*]                         [*]            [*]
                             Product Management --
                             Escalated Product Contact
[*]              Business 1  Product Management --            [*]                         [*]            [*]
                             Primary Product Contact US, CA
[*]              Business 1  Partner Services --              [*]                         [*]
                             Primary administrative contact
[*]              Technical 3 Affiliate Technical              [*]                         [*]            [*]
                             Services -- Primary
</TABLE>


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<PAGE>
<TABLE>
<S>              <C>         <C>                              <C>                         <C>            <C>            <C>
                             Technical Contact
[*]              Technical 3 Affiliate Technical Services     [*]                         [*]
                             -- Backup Technical contact
[*]              Technical 2 Manager, NOC --                  [*]                         [*]            [*]            [*]
                             Escalated systems contact
[*]              Technical 1 Network Operations Center        [*]                         [*]                           [*]
                             -- Primary systems contact
</TABLE>


III.    SUPPORT PROCEDURES

        A.      Support Procedures.

        (i)     All Problems and Severe Problems reported by either party must
                be submitted to the other party, as appropriate, via the
                technical support telephone number, via email or pager to the
                contact information set forth in the Support Table, and each
                such Problem and Severe Problem will be given a unique reference
                number by the receiving party.

        (ii)    The responsible party will inform the other party's technical
                support personnel of ongoing efforts to provide a Problem
                Resolution concerning Problems and Severe Problems until such
                Problem Resolution is complete.

        (iii)   In the event that there is a Minor Problem, Problem or a Severe
                Problem outside normal business hours (8:00 a.m. to 6:00 p.m.
                Pacific Standard Time), the reporting party will contact the
                other party's NOC via customer support pager at the email pager
                address provided herein for such purpose.

        B.      Company Response. Upon receiving notification from Microsoft,
                Company will promptly determine whether the request is a Minor
                Problem, a Problem or a Severe Problem, or none of the above
                according to the definitions set forth above. If it is
                determined by the parties that the issue is Company's
                responsibility, then Company will respond to the request within
                the response times set forth in this SLA and will use all
                commercially reasonable efforts to resolve the Minor PROBLEM,
                Problem or Severe Problem in accordance with this SLA.

        C.      Microsoft Response. Upon receiving notification from Company,
                Microsoft will promptly determine whether the request is a Minor
                Problem, Problem or a Severe Problem, or none of the above,
                according to the definitions set forth above. If it is
                determined by the parties that the issue is Microsoft's
                responsibility, then Microsoft will respond to the request
                within the response times set forth in this SLA and will use all
                commercially reasonable efforts to resolve the Minor Problem,
                Problem or Severe Problem in accordance with this SLA. If the
                parties agree that a Minor Problem, Problem or Severe Problem is
                not Microsoft's responsibility, then Microsoft will reasonably
                cooperate with Company to provide a Problem Resolution.

        D.      Indeterminate Responsibility. If the parties disagree as to
                which party bears responsibility for a Problem or Severe
                Problem, then both parties will form a resolution team comprised
                of at least a technical contact representing each party. Any
                continuing disagreement regarding responsibility, or any failure
                by either party to implement a Problem Resolution within the
                times indicated will result in escalation to the Primary
                Business Contact as identified in Article II above and as set
                forth in Section E below.


SUPPORT TABLE


<TABLE>
<CAPTION>
TYPE OF PROBLEM                                 TIME FOR IMPLEMENTATION CHANGE AND REPORTING
REPORTED              RESPONSE TIME                          OBLIGATIONS
---------------       -------------             --------------------------------------------
<S>                   <C>                       <C>
</TABLE>

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<PAGE>



<TABLE>
<S>                   <C>                      <C>
Priority 1 Problem    Initial response to      If the Problem Resolution is not immediate,
                      request within [*].      the responsible party will provide continuous
                                               levels of communications and effort until the
                                               Problem Resolution has been implemented, or
                                               the Problem is downgraded in priority.  All
                                               such notifications and updates will be to the
                                               other party's NOC.

Priority 2 Problem    Initial response to      The responsible party will provide [*]
                      request within [*].      notifications or as mutually agreed upon. All
                                               such notifications and updates will be sent
                                               to the other party's NOC.

Priority 3 Problem    Initial response to      Responsible party will provide notifications
                      request within [*]       once per [*] until Problem Resolution.
                                               All such notifications will be to the other party's NOC.

Implementation        Within [*].              Notification of or request for
Changes                                        Implementation Changes should be sent to the
                                               Business Contacts outlined in Article II,
                                               section (i) and (ii)
</TABLE>


V.      OPERATIONAL METRICS

        A.      Availability. Company will ensure [*]% Availability as measured
                by Microsoft production query logs, [*]. In addition, Company
                will work with Microsoft to attain a goal of [*]% Availability.
                This goal is a performance goal only, and will not be used in
                cases of breach of contract.

        B.      Capacity Planning. Microsoft will provide Company with
                semi-annual traffic estimates and peak-time information for the
                Main Page implementation. This information covers such topics as
                peak queries per second and queries per day. Company will
                maintain required capacity for the service level required and
                provide Microsoft semi-annual updates regarding Company's
                capacity to support the Main page implementations.

        C.      Response Times.

                -       Average Aggregate Response Time - Will not exceed an
                        average of [*], measured and averaged [*] and reported
                        [*] by Microsoft and Company. In the event of
                        discrepancies between these two sources, Microsoft and
                        Company will work together to determine root cause of
                        such discrepancy.

                -       Internal Company Response Time -- Will not exceed an
                        average of [*].

        E.      Critical Thresholds. Aggregate Response Time that is greater
                than [*] will result in Timeouts (the "Critical Threshold").

        F.      Cure Period. Once the responsible party is identified for a
                Minor Problem, Problem or Severe Problem, according to Article
                III, Section B or C, the responsible party will identify and
                communicate a Problem Resolution or plan and will comply with
                the support table set forth in Article IV. The responsible party
                will use commercially reasonable efforts to implement a Problem
                Resolution within [*] days.

        G.      DNS. Company uses DNS-based global load balancing to direct
                search traffic to one of the several facilities that serve
                Company's search traffic. Microsoft servers will adhere to the
                TTL in the Company name server resolution response (no more than
                [*]), periodically querying the Company DNS servers to determine
                the IP address of the Company site where the Microsoft servers
                must direct their query traffic. Company will not be responsible
                for satisfying requirements for Availability Response Times if
                TTLs exceed [*].

        H.      Maintenance Requirements. Normal Maintenance occurs on [*], and
                will not exceed [*], and will not be counted in the
                determination of Availability (Section A) and Response Times
                (Section D) of this Section IV.



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<PAGE>
        I.      Reporting. Both parties will make available upon request, in a
                format mutually agreed by both parties, a report showing
                Availability and Aggregate Response Time as measured under this
                SLA.



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                                    Page 28

<PAGE>

                                 AMENDMENT NO. 1
                Effective Date of Amendment No. 1: March 17, 2002


This AMENDMENT NO. 1 ("Amendment No. 1") to that certain MSN Search Agreement
dated effective as of December 19, 2001 (the "Agreement") is made by and among
OVERTURE SERVICES, INC., A DELAWARE CORPORATION ("COMPANY"), OVERTURE SEARCH
SERVICES (IRELAND) LIMITED, and MICROSOFT CORPORATION, A WASHINGTON CORPORATION
("Microsoft").

                                    RECITALS

The parties desire to amend the Agreement as detailed below to set forth
generally the process for adding new MSN Search Sites, and specifically for
adding [*] MSN Search Site.

      The parties hereby agree as follows:

                                    AMENDMENT

1.    The parties intend to conduct test markets in various countries to
      determine whether the parties would like to extend the Agreement to
      include these countries. The process for doing so shall be as follows:

      (a)   Upon agreeing that Microsoft may test the Company Service on a new
            MSN Search Site for a specific country (each a "New Market Test for
            xxx (insert specific country)") for a specific period of time (each
            a "New Market Test Period for xxx (insert specific country)"), the
            parties will set forth the relevant terms (such as those in Section
            2 below via an amendment.

      (b)   Company will pay Microsoft a Revenue Share Payment for each New
            Market Test according to the Gross Revenue Share [*] in Table 1.
            Such payments to Microsoft will be made within Forty-Five (45) days
            after the end of each calendar month. Company, may at it's option,
            have a Company subsidiary fulfill its payment obligations with
            regard to a particular New Market Test, provided however that
            Company will remain fully liable to Microsoft for all payments due
            to Microsoft per the Agreement and any amendments to the Agreement.

      (c)   For each New Market Test, Microsoft will have the right to terminate
            an amendment covering a specific New Market Test during the New
            Market Test Period, provided that Microsoft gives Company
            forty-eight (48) hours prior written notice up until and including
            the fifteenth day prior to the expiration of the New Market Test
            Period. Neither party will be responsible to the other for any costs
            or damages resulting from the termination or expiration of an
            amendment pursuant to this Section 1(c). In no manner

                                            Overture - Microsoft Amendment No. 1
                                                            MSN Search Agreement


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            whatsoever shall the prior sentence relieve Overture of its
            obligation of making payment to Microsoft for Gross Revenue
            recognized with respect to Click Throughs during the New Market Test
            made on or before the effective date of termination of the
            applicable amendment for such New Market Test.

      (d)   In addition to the above, either party may terminate an amendment
            covering a specific New Market Test provided that such terminating
            party provides the other party with notice of their desire to
            terminate such amendment at least Fifteen (15) days prior to the
            expiration of the New Market Test Period for that country. If such
            notice is given from one party to the other in such time frame, then
            the amendment covering such New Market Test Period (and all testing
            associated therewith) will terminate upon the expiration of the New
            Test Market Period for such country. Neither party will be
            responsible to the other for any costs or damages resulting from the
            termination or expiration of an amendment pursuant to this Section
            1(d). In no manner whatsoever shall the prior sentence relieve
            Overture of its obligation of making payment to Microsoft for Gross
            Revenue recognized with respect to Click Throughs during the New
            Market Test made on or before the effective date of termination of
            the applicable amendment for such New Market Test.

      (e)   If neither party terminates such Test Market per the above, at the
            end of the New Test Market Period for such country, the parties
            agree that the country will be added as a new "MSN Search Site" and
            will be subject, like all other MSN Search Sites (i.e. the U.S.,
            Canada and UK) to the terms of the Agreement.

2.    The parties wish to add [*] as a New Test Market per the below
      specifications:

      (a)   The "MSN Home Page" for [*] will be: [*], or as reasonably updated
            by Microsoft with successor URLs during the Term.

      (b)   The "MSN Search Site" for [*] will be: [*], or as reasonably updated
            by Microsoft with successor URLs during the Term.

      (c)   The New Market Test Period for [*] will commence on March 17, 2002
            and end on September 30, 2002, unless earlier terminated by either
            party as provided in this Amendment No. 1.

      (d)   Overture Ireland will make Company's payments to Microsoft for the
            New Market Test for [*] in Euros.

3.    Definition 1.23 ("MSN Home Page") will be modified as follows (amendments
      in italics):

      1.23  "MSN Home Page" means the initial MSN Web Pages in the international
            markets, as shown below. This Agreement may be

                                            Overture - Microsoft Amendment No. 1
                                                            MSN Search Agreement



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<PAGE>

            extended to incorporate other international markets, which will have
            attendant URLs, as mutually agreed by the parties or as reasonably
            updated by Microsoft with successor URLs during the Term.

<TABLE>
<CAPTION>
    --------------------------------------------------------------------------------------------------
    Region                                  Market                     URL(s)
    --------------------------------------------------------------------------------------------------
<S>                                         <C>                        <C>
    North America                           US                         http://www.msn.com (English
                                                                       speaking)
                                                                       http://www.yupimsn.com (Spanish
                                                                       speaking)
    --------------------------------------------------------------------------------------------------
                                            Canada                     http://www.msn.ca (English
                                                                       speaking)
    --------------------------------------------------------------------------------------------------
    Non-North                               UK                         http://www.co.uk
    America                                 [*]                        [*]
    --------------------------------------------------------------------------------------------------
</TABLE>

4.    Definition 1.25 ("MSN Search Site") will be modified as follows
      (amendments in italics):

      1.25  "MSN Search Site" means the MSN Search Results Pages in the
            international markets shown below. This Agreement may be extended to
            incorporate other international markets or languages in current
            markets, which will have attendant URLs, as mutually agreed by the
            parties or as reasonably updated by Microsoft with successor URLs
            during the Term.

<TABLE>
<CAPTION>
    --------------------------------------------------------------------------------------------------
    Region                                  Market                     URL(s)
    --------------------------------------------------------------------------------------------------
<S>                                         <C>                        <C>
    North America                           US                         http://search.msn.com (English
                                                                       speaking)
                                                                       http://busqueda.yupimsn.com/
                                                                       (Spanish speaking)
    --------------------------------------------------------------------------------------------------
                                            Canada                     http://search.msn.ca (English
                                                                       Speaking)
    --------------------------------------------------------------------------------------------------
    Non-North                               UK                         http://search.msn.co.uk
    America                                 [*]                        [*]
    --------------------------------------------------------------------------------------------------
</TABLE>

5.    A new Definition 1.43 will be added as follows:

      1.43  "Overture Ireland" means Overture Search Services (Ireland) Limited,
            with an address of c/o A&L Goodbody Solicitors, International
            Financial Services Centre, North Wall Quay, Dublin 1, Ireland.

6.    A new Section 2.5.3 will be added as follows:

      2.5.3 [*]. The Selected Terms list for Queries rendering to the URL [*]
            will be agreed upon in writing.

                                            Overture - Microsoft Amendment No. 1
                                                            MSN Search Agreement


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<PAGE>

7.    Section 2.13 ("International Subsidiaries") will be deleted in its
      entirety and replaced with the following:

      2.13  International Subsidiaries. Company may inform Microsoft that a
            subsidiary that is wholly owned, directly or indirectly, by Company
            will be responsible for the obligations of Company under this
            Agreement with respect to the market served by that wholly-owned
            subsidiary. Any such notification or delegation by Company shall not
            limit Company's obligations and liabilities to Microsoft under this
            Agreement, and Company hereby agrees to guarantee all such
            obligations and liabilities in the relevant market. Without
            limitation of the foregoing, Company has informed Microsoft that
            Overture Search Services (Ireland) Limited, its wholly-owned
            subsidiary, shall be responsible for Company's obligations relating
            to the MSN Search Site in the UK market and the MSN Search Site in
            [*].

8.    Table 1 in Section 3.2 will be modified as follows (amendments in
      italics):


                                  Table 1: [*]

      [*]

9.    Section 4.5 ("Press Release") will be deleted in its entirety and replaced
      with the following Section 4.5:

      4.5   Press Release. The parties will have the right to issue a joint
            press release or separate press release in the following situations:
            (i) regarding this

                                            Overture - Microsoft Amendment No. 1
                                                            MSN Search Agreement

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            Agreement after the Agreement has been extended to include the Main
            Period Term (which may occur on February 16, 2002 if neither party
            terminates this Agreement pursuant to Section 7.1) (ii) regarding
            this Agreement after the date on which the parties agree to extend
            the Agreement beyond December 31, 2003, and (iii) regarding any
            amendment to extend this Agreement to a new MSN Search Site(s) after
            a New Market Test Period, provided termination does not occur during
            a New Test Market Period. Neither party may issue a press release or
            make a public announcement(s) relating to either (i) this Agreement
            or the relationship established by this Agreement or (ii) any
            amendment to extend this Agreement to a new MSN Search Site(s) or
            relationship established by any amendment to extend this Agreement
            to a new MSN Search Site(s) without the express prior written
            consent of the other party, which consent will not be unreasonably
            withheld or delayed. If an objection to such a press release or
            public announcement(s) is not received within five (5) Business Days
            after notice of one party to the other, consent will be deemed
            granted. There will be no press release or public announcement
            relating to this Agreement during the Trial Period Term or relating
            to any amendment during a New Test Market Period. Notwithstanding
            the above, the parties may make public announcements relating to (i)
            this Agreement or (ii) any amendment to include a new MSN Search
            Site without the other party's prior written consent if the
            announcement only contains information contained in previously
            approved press releases or could be reasonably ascertained by
            viewing MSN.

10.   Section 5.1(a) will be modified as follows (amendment in italics):

      5.1(a) Company.

      (a)   Company warrants and represents that: (i) Company has sufficient
            authority to enter into this Agreement, (ii) all materials delivered
            by Company to Microsoft and/or to end-users accessing the Search
            Service through MSN pursuant to this Agreement including without
            limitation the trademarks, Search Service user interface, and/or
            Company Search Results (solely with respect to its relationship with
            Microsoft under this Agreement) do not infringe the copyrights,
            trademarks, service marks or any other proprietary right of any
            third party; (iii) the Company Search Results provided to Microsoft
            for inclusion on the MSN Search Results Pages do not and will not
            contain any libelous, or materially false or misleading statements
            and do not otherwise infringe on the rights of any third party; (iv)
            the Search Service and all actions occurring as a result of the
            Search Service are in compliance with all applicable laws; and (v)
            Company will not permit to appear in, or be uploaded to any
            Microsoft property or equipment, including the MSN Search Results
            Pages, any messages, data, images or programs, that would be illegal
            or violate the property rights of others, including unauthorized
            copyrighted text, images, programs or trade secrets or other
            confidential and/or proprietary

                                            Overture - Microsoft Amendment No. 1
                                                            MSN Search Agreement

                                  CONFIDENTIAL


                                  Page 5 of 8
<PAGE>

            information, or trademarks or service marks used in an infringing
            fashion. Notwithstanding anything in this Agreement, Company makes
            no warranty with respect to content of third party Web Sites that
            end-users may link to via Company Search Results.

11.   Section 5.1(b) will be modified as follows (amendment in italics):

      (b)   Company will defend, indemnify and hold Microsoft harmless from and
            against, and Company, at its option, may settle, all third party
            claims, suits or proceedings (including, without limitation, payment
            of reasonable attorneys' fees and other expenses of litigation)
            brought against Microsoft by a third party and arising from or
            related to any breach by Company of the warranties set forth in this
            Section 5.1 or any other warranty, representation or covenant made
            by Company under this Agreement or otherwise as a result of the
            service provided to Microsoft under this Agreement, provided that
            Microsoft cooperates as set forth in Section 5.3. If Microsoft
            receives notice which alleges that the Search Service or any portion
            thereof or any materials delivered hereunder (a) violate any
            applicable laws, and/or (b) infringe the copyrights, trademarks,
            service marks or any other proprietary right of any third party,
            Microsoft will notify Company of such allegation and Company will
            have 24 hours (or one Business Day, whichever is longer) from
            receipt of notice in which to resolve such matters. If Company has
            not resolved such matters within 24 hours (or one Business Day,
            whichever is longer) from receipt of notice, Microsoft reserves the
            right, without any liability to Company for such action, immediately
            to block Queries, or require Company to suspend inclusion of the
            alleged offending/infringing Search Result Listing(s), Selected
            Term(s) and/or advertisers from the Search Service pending the
            resolution of such matters (e.g. the Company's discontinuing or
            suspending of such material from the Search Service) to Microsoft's
            satisfaction. Microsoft will use reasonable efforts to assist
            Company in resolution of such matters. If Company is in material
            breach of the warranties set forth in this Section 5.1(a)(ii),
            (iii), or (v), then Microsoft's exclusive remedies for such breach
            will be, at Microsoft's sole discretion, one or more of the
            following: (A) requiring Company to fulfill its indemnity obligation
            as set forth in this section; (B) blocking Queries or requiring
            Company to suspend inclusion of the offending/infringing Search
            Result Listing(s), Selected Term(s) and/or advertisers from the
            Search Service, as provided above; and (C terminating this Agreement
            in accordance with Section 7.4 if Company has not resolved such
            matter or suspended inclusion of the alleged offending/infringing
            Search Result Listing(s), Selected Term(s) and/or advertiser from
            the Search Service.

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<PAGE>

12.   Section 5.5(a) will be modified as follows (amendment in italics):

      5.5(a) Commercial General Liability, and Workers Compensation (statutory
             limits) and Employers Liability, which will be on "Occurrence Form"
             with minimum limits of (i) [*] per occurrence in the United States;
             and (ii) the lesser of [*] or [*] per occurrence for all countries
             outside of the United States (Employers Liability only required in
             those countries outside the United States where it is available);
             and

13.   Section 8.5 Notice will be amended to add the following;

      Overture Ireland:

      Overture Search Services (Ireland) Limited
      C/o A&L Goodbody Solicitors
      International Financial Services Centre
      North Wall Quay
      Dublin 1, Ireland

14.   Term of Amendment No. 1. This Amendment No. 1 will commence on March 17,
      2002 ("Effective Date of Amendment No. 1") and continue until the end of
      the Main Period Term, unless this Amendment No 1 is terminated earlier
      pursuant to Sections 1(c) or 1(d) above, or pursuant to the termination
      provisions of the Agreement.

15.   Exhibit A ("Company Search Service Placement Specifications"), Section B
      ("General Microsoft Obligations"), Subsection i ("Basic Placement"), will
      have the following sentence added at the end of the first paragraph:

            "For the avoidance of doubt, localized versions of MSN Search
            Results Page elements may exist; however, localized versions of MSN
            Search Sites included in this Agreement will satisfy all basic
            placement obligations set forth in this Exhibit A."

16.   Defined terms herein have the same meaning as set forth in the Agreement,
      except as otherwise provided.

17.   This Amendment No. 1 amends, modifies and supersedes to the extent of any
      inconsistencies, the provisions of the Agreement. Except as expressly
      amended by this Amendment No. 1, the Agreement remains in full force and
      effect.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the
Amendment No. 1 Effective Date set forth above. All signed copies of this
Amendment No. 1 are deemed originals. This Amendment No. 1 does not constitute
an offer by

                                            Overture - Microsoft Amendment No. 1
                                                            MSN Search Agreement

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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<PAGE>

either party. This Amendment No. 1 is effective upon execution on behalf of
Company and Microsoft by their duly authorized representatives.


MICROSOFT CORPORATION                        OVERTURE SERVICES, INC.
One Microsoft Way                            74 N. Pasadena Avenue, 3rd Floor
Redmond, WA 98052-6399                       Pasadena, CA 91103

By  /s/ John Krass                             /s/ Todd Tappin
   -------------------------------           -----------------------------------
(Sign)                                       (Sign)
   John Krass                                  Todd Tappin
----------------------------------           -----------------------------------
Name (Print)                                 Name (Print)
   Product Unit Manager                        CFO
----------------------------------           -----------------------------------
Title                                        Title
   7/26/01                                     7/18/02
----------------------------------           -----------------------------------
Date                                         Date


OVERTURE SEARCH SERVICES (IRELAND)
LIMITED

By /s/ Johannes Larcher
   -------------------------------
(Sign)
   Johannes Larcher
----------------------------------
Name (Print)
   Director
----------------------------------
Title
   7/18/02
----------------------------------
Date

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