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                                                                    Exhibit 10.4

EXECUTION                                                           CONFIDENTIAL

                       OVERTURE SEARCH SERVICES AGREEMENT

      This Overture Search Services Agreement (the "Agreement") is effective as
of May 1, 2002 ("the "Effective Date") and entered into by and between Overture
Services, Inc. ("Overture"), a Delaware corporation with offices at 74 North
Pasadena Avenue, 3d Floor, Pasadena, CA 91103, and Yahoo! Inc. ("Yahoo"), a
Delaware corporation with offices at 701 First Avenue, Sunnyvale, CA 94089, and
hereby supercedes in its entirety the Overture Search Services Agreement entered
into as of November 13, 2001 by and between Overture and Yahoo, as amended by
the letter agreement regarding the treatment of [*]-related search queries
entered into as of December 14, 2001, the letter agreement regarding the
treatment of search queries submitted by AU/NZ Users entered into as of April 2,
2002 and the letter agreement regarding the treatment of "Search in other Search
Engines" links entered into as of April 2, 2002, and as clarified by the
clarifying letter regarding the parties' intent with respect to Impressions
dated February 14, 2002 (collectively, the "Prior Agreement").

                                    RECITALS

      WHEREAS, Overture has developed certain technology and functionality for
matching particular keyword requests with a set of search results, for providing
the results of that match via the Internet and then enabling users to follow a
link to a designated page for advertisers which comprise the results of such
match; and

      WHEREAS, Yahoo is a global Internet media company that offers a branded
network of media, communications and commerce services to more than 220 million
users worldwide; and

      WHEREAS, Overture and Yahoo desire to enter into a strategic relationship
whereby Overture will provide Yahoo with search results in response to search
queries conducted through Yahoo's principal directory to the World Wide Web, and
the parties will share revenue generated from these search results, as further
described in this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises and conditions
contained herein, and for good and valuable consideration, the parties agree as
follows:

                                    AGREEMENT

1.    Definitions. The following capitalized terms have the meanings set forth
      below.

      1.1   Actual Click means any click on an Overture Result by a U.S. User
            derived from an Impression, including but not limited to all
            [*] Clicks, as measured by Overture.

      1.2   Above the Fold means placement within the visible portion of a page,
            when viewed via Microsoft's principal "Internet Explorer" browser
            product (U.S. versions 4.0 and higher) under the default Internet
            Explorer browser settings in a maximized browser window on a
            computer screen at a resolution of 800 pixels wide by 600 pixels
            high, such that the user need not scroll down or to the right or to
            the left in order to see an item so placed.

      1.3   Advertiser means any third party or an agent thereof (e.g., an
            advertising agency), excluding [*] and any agents thereof, who has
            entered into a contractual relationship with Overture that obligates
            the third party to pay Overture (whether cost per click, cost per
            action, cost per impression, paid inclusion, pay-for-placement or
            other means of cash compensation) every time a user clicks on a link
            to that third party's web site.

      1.4   Affiliate means any entity worldwide, including but not limited to
            corporations, partnerships, joint ventures and limited liability
            companies, in which another party directly or indirectly


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  the Commission. Confidential treatment has been requested with respect to the
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EXECUTION                                                           CONFIDENTIAL

            holds at least a majority ownership, equity, or financial interest.

      1.5   Bidded Click means an Actual Click other than a [*] Click, as
            measured by Overture.

      1.6   Click-Through Rate or CTR means (i) when calculating Overture's CTR,
            the percentage of all Impressions on which Overture Results are
            displayed that receive a Bidded Click and (ii) when calculating
            Yahoo's CTR, the percentage of all impressions of Yahoo Search
            Results Pages on which Yahoo Results are displayed that receive a
            click, excluding all clicks that are determined by Yahoo to be [*]
            (e.g., a user repeatedly clicking on a particular Yahoo Result
            within a finite period of time, or an activity by a bot, macro
            program, Internet agent or any other automatic means), which Yahoo
            shall calculate in a substantially consistent manner across the
            Yahoo Network.

      1.7   Confidential Information has the meaning set forth in Section 12.1
            below.

      1.8   Effective Date has the meaning set forth in the preamble above.

      1.9   Estimated Clicks means the following amounts during the Quarters
            shown below (Q1 means the Quarter beginning on May 1, 2002):

<TABLE>
<S>                                           <C>
           -------------------------------------------------------------
           Q1                                         [*] Bidded Clicks
           -------------------------------------------------------------
           Q2                                         [*] Bidded Clicks
           -------------------------------------------------------------
           Q3                                         [*] Bidded Clicks
           -------------------------------------------------------------
           Q4                                         [*] Bidded Clicks
           -------------------------------------------------------------
           Q5                                         [*] Bidded Clicks
           -------------------------------------------------------------
           Q6                                         [*] Bidded Clicks
           -------------------------------------------------------------
           Q7                                         [*] Bidded Clicks
           -------------------------------------------------------------
           Q8                                         [*] Bidded Clicks
           -------------------------------------------------------------
           Q9                                         [*] Bidded Clicks
           -------------------------------------------------------------
           Q10                                        [*] Bidded Clicks
           -------------------------------------------------------------
           Q11                                        [*] Bidded Clicks
           -------------------------------------------------------------
           Q12                                        [*] Bidded Clicks
           -------------------------------------------------------------
           Each Quarter of any Extension
           Term                                       [*] Bidded Clicks
           -------------------------------------------------------------
</TABLE>

      1.10  Estimated Yahoo Payments means the following amounts during the
            Quarters shown below (Q1 means the Quarter beginning on May 1,
            2002):

<TABLE>
<CAPTION>
           -------------------------------------------------------------
           QUARTER                            ESTIMATED YAHOO PAYMENT
           -------------------------------------------------------------
<S>                                           <C>
           Q1                                 $[*]
           -------------------------------------------------------------
           Q2                                 $[*]
           -------------------------------------------------------------
           Q3                                 $[*]
           -------------------------------------------------------------
           Q4                                 $[*]
           -------------------------------------------------------------
           Q5                                 $[*]
           -------------------------------------------------------------
           Q6                                 $[*]
           -------------------------------------------------------------
           Q7                                 $[*]
           -------------------------------------------------------------
           Q8                                 $[*]
           -------------------------------------------------------------
           Q9                                 $[*]
           -------------------------------------------------------------
           Q10                                $[*]
           -------------------------------------------------------------
           Q11                                $[*]
           -------------------------------------------------------------
           Q12                                $[*]
           -------------------------------------------------------------
           Each Quarter of any Extension
           Term                               $[*]
           -------------------------------------------------------------
</TABLE>


      1.11  Equivalent Search Product means a search listings product or
            service, including but not

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
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            limited to any updates, upgrades and enhancements made by Yahoo or a
            Yahoo Affiliate thereto, that (a) [*] equivalent to a search
            listings product or service operated by Overture at any time during
            the Term to supply Overture Results or other Overture-supplied
            search results under this Agreement; (b) is developed [*] Yahoo or a
            Yahoo Affiliate by [*]; and (c) is operated and used by Yahoo or a
            Yahoo Affiliate.

      1.12  Excluded Terms means those terms set forth in Exhibit G, as updated
            from time to time [*] in writing pursuant to Section 4.5 below,
            for which Overture is precluded from delivering Overture Results to
            Yahoo.

      1.13  Extension Term means either of the two extension periods set forth
            in Section 10 below.

      1.14  Featured Sections means the rectangular graphical areas on the Yahoo
            Search Results Pages in which Overture Results are displayed (and,
            according to Section 4.4, in which the Yahoo Result might be
            displayed), which comprises the Featured Top Section and the
            Featured Bottom Section, as further described in Section 5.2 below.

      1.15  [*] Clicks means any Actual Click that is determined by Overture's
            "click protection system" to be [*] (e.g., a user repeatedly
            clicking on a particular Overture Result within a finite period of
            time, or an activity by a bot, macro program, Internet agent or any
            other automatic means), which "click protection system" shall
            calculate [*] Clicks in a substantially consistent manner across all
            implementations of Overture's search results and, subject to
            reasonable modifications made by Overture, throughout the Term.

      1.16  Gross Revenue means amounts earned by Overture from Bidded Clicks,
            less (i) [*]% to account for bad debt and credit card processing
            fees; and (ii) any refunds Overture pays to its Advertisers derived
            from [*] Clicks. For purposes of clarity, Overture does not
            recognize amounts for [*] Clicks.

      1.17  Guaranteed Fixed Payment means those payments set forth in Section
            8.1 below.

      1.18  Guaranteed Impressions means the following amounts during the
            Quarters set forth below:

<TABLE>
<S>                                            <C>
           -------------------------------------------------------
           Q1                                      [*] Impressions
           -------------------------------------------------------
           Q2                                      [*] Impressions
           -------------------------------------------------------
           Q3                                      [*] Impressions
           -------------------------------------------------------
           Q4                                      [*] Impressions
           -------------------------------------------------------
           Q5                                      [*] Impressions
           -------------------------------------------------------
           Q6                                      [*] Impressions
           -------------------------------------------------------
           Q7                                      [*] Impressions
           -------------------------------------------------------
           Q8                                      [*] Impressions
           -------------------------------------------------------
           Q9                                      [*] Impressions
           -------------------------------------------------------
           Q10                                     [*] Impressions
           -------------------------------------------------------
           Q11                                     [*] Impressions
           -------------------------------------------------------
           Q12                                     [*] Impressions
           -------------------------------------------------------
           Each Quarter of any Extension Term      [*] Impressions
           -------------------------------------------------------
</TABLE>

      1.19  Impression means the display by Yahoo of each and every Yahoo Search
            Results Page in response to a Yahoo Search Query, as measured by
            Yahoo, except for those Yahoo Results Pages (a) for which Overture
            does not deliver Overture Results as a result of (i) a Yahoo
            Technical Lapse (as defined in the Service Level Agreement); (ii)
            noncompliance by Yahoo with the Service Level Agreement attached as
            Exhibit A (e.g., where Yahoo delivers too many Yahoo Search Queries
            per second); or (iii) the suppression or removal of Overture


                                       3

*  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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EXECUTION                                                           CONFIDENTIAL

            Results according to Sections 4.2 or 4.5 below; (b) displayed in
            response to Yahoo Search Queries submitted from "next" pages in
            excess of [*]% of the total Yahoo Search Queries for the applicable
            Quarter; (c) displayed in response to test queries submitted by
            Yahoo in accordance with the Service Level Agreement (e.g., Yahoo
            pinging Overture servers to ascertain performance), which queries
            Yahoo will identify as such in accordance with Section 8.4(f) below;
            or (d) failure by Overture to deliver Overture Results due to a
            force majeure event as described in Section 16.7 below. For clarity,
            the exclusions set forth in subsections (a)-(d) above set forth the
            [*] which the display by Yahoo of a Yahoo Search Results Page in
            response to a Yahoo Search Query will not constitute an Impression
            under this Agreement (e.g., all Search Results Pages on which Yahoo
            displays no Overture Results in accordance with a "no results
            delivered" response from Overture will constitute Impressions under
            this Agreement).

      1.20  Initial Term means the period commencing on the Effective Date and
            continuing until April 30, 2005.

      1.21  [*]

      1.22  Licensed Materials means the Overture API, the Overture Results and,
            if any, the Overture Marks provided by Overture to Yahoo in
            accordance with this Agreement.

      1.23  Main Body Search Results means all search results displayed in the
            Non-Featured Sections of the Yahoo Search Results Pages.

      1.24  Measurement Period means the period from the first day of the first
            Quarter in which the [*] is less than the [*] until the last day of
            the first Quarter in which the [*] is less than the [*].

      1.25  Modeled Metrics means the following amounts during the Quarters
            shown below (Q1 means the Quarter beginning on May 1, 2002):

<TABLE>
<CAPTION>
           -----------------------------------------
           QUARTER                            [*]
           -----------------------------------------
<S>                                           <C>
           Q1                                 [*]
           -----------------------------------------
           Q2                                 [*]
           -----------------------------------------
           Q3                                 [*]
           -----------------------------------------
           Q4                                 [*]
           -----------------------------------------
           Q5                                 [*]
           -----------------------------------------
           Q6                                 [*]
           -----------------------------------------
           Q7                                 [*]
           -----------------------------------------
           Q8                                 [*]
           -----------------------------------------
           Q9                                 [*]
           -----------------------------------------
           Q10                                [*]
           -----------------------------------------
           Q11                                [*]
           -----------------------------------------
           Q12                                [*]
           -----------------------------------------
           Each Quarter of any Extension
           Term                               [*]
           -----------------------------------------
</TABLE>

      1.26  Non-Featured Section means the entire portion of each Yahoo Search
            Results Page, excluding the Featured Sections.

      1.27  Overture Affiliate means any entity worldwide, including but not
            limited to corporations,


* 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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            partnerships, joint ventures and limited liability companies, in
            which Overture directly or indirectly holds at least a majority
            ownership, equity, or financial interest.

      1.28  Overture Affiliate IP means any patents that are owned or controlled
            by an Overture Affiliate at any time during the applicable term of
            any of the licenses granted in Section 2.5 below. Overture Affiliate
            IP shall not mean patent claims found not to be valid in a final
            determination by a court of competent jurisdiction.

      1.29  Overture API means any proprietary XML application programming
            interfaces of Overture, and any successors thereto or replacements
            thereof, that enable the exchange of Yahoo Search Queries and
            Overture Results between the parties in accordance with this
            Agreement.

      1.30  Overture Disqualified Entity means those entities listed in Exhibit
            J, which list will [*] and may be updated by Overture according to
            Section 2.5(d) below, with which Overture [*].


      1.31  Overture Licensed IP means any patents that are owned or controlled
            by Overture at any time during the applicable term of any of the
            licenses granted in Section 2.5 below. Overture Licensed IP shall
            not mean patent claims found not to be valid in a final
            determination by a court of competent jurisdiction.

      1.32  Overture Marks means any or all of the following, as provided by
            Overture and in which Overture has prior rights: (a) the mark
            "Overture" in typed form and stylized formats; (b) a circular
            center, surrounded by three concentric circular rings (the "Overture
            Logo," as modified from time to time by Overture); (c) any words or
            phrases in which Overture has intellectual property rights; (d) any
            word, symbol or device, or any combination thereof, used or intended
            to be used by Overture to identify, to indicate the source of origin
            or to distinguish Overture's products or services from the products
            or services of others; and (e) any updates to the foregoing.

      1.33  Overture Reports means all information and data that falls within
            the categories set forth in Exhibit F, which information and data
            Overture will provide to Yahoo according to Section 8.4(b).

      1.34  Overture Results means the search results provided by Overture in
            response to a Yahoo Search Query under this Agreement, which search
            results (a) include only those search results provided by
            Advertisers; (b) do not include search results that are not capable
            of generating Gross Revenue (e.g., search results included as a
            bonus or a charitable donation); and (c) contain a title and
            description for display by Yahoo according to Section 4.3(a) below.

      1.35  Overture Site means the web site operated by or on behalf of
            Overture, which is dedicated to the display by Overture of paid
            search results and currently located at http://www.overture.com.

      1.36  Paid Advertising means any form of on-line advertising or promotion
            for which Yahoo receives compensation in the form of cash or barter
            from either the party being promoted or a third party acting on
            behalf of the promoted party.

      1.37  Paid Inclusion means that, in exchange for a cash payment from a
            third party, a search engine will guarantee to index (but not
            necessarily to display) pages from that third party's web site.

      1.38  Price Per Click or PPC means the average price per click that
            Overture earned from its Advertisers on the Yahoo Search Results
            Pages during the Quarter.


* 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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      1.39  Quarter means the three calendar month periods beginning May,
            August, November and February of each year of the Term.

      1.40  Redesign means any change to any element of a Yahoo Search Results
            Page implemented by Yahoo.

      1.41  Required Number of Overture Results means, with respect to the
            Featured Top Section, three Overture Results (where such number is
            subject to reduction under Sections 4.4 and 4.5) and, with respect
            to the Featured Bottom Section, two Overture Results. The numbers
            for both the Featured Top Sections and the Featured Bottom Sections
            are subject to increase under Section 4.3(b).

      1.42  Restricted Search Results means any [*] search results that are (a)
            [*] the Overture Results or to the Main Body Search Results (e.g.,
            [*]); (b) displayed by Yahoo on [*] in response to a user's [*]
            search query [*] comprised of a keyword or phrase, which search
            query is submitted [*] for the provision of search results; and (c)
            assembled on the basis of a [*] administered process in which
            advertisers pay to [*] their search results for a particular keyword
            or phrase, where payment can take the form of cost per click, cost
            per action, cost per impression, Paid Inclusion, pay-for-placement
            or any other means of cash compensation paid by the advertiser [*].

      1.43  Revenue Share Payment has the meaning set forth in Section 8.2
            below.

      1.44  Search Results Characteristics means all aspects of the Yahoo
            Results, Overture Results and Main Body Search Results, including
            but not limited to, left and right margins, pictures or images
            associated with the search results, text size, color, font, heading,
            shading/background, spacing, blank areas, length, existence of URL,
            and all other aspects of "look and feel."

      1.45  Term means the Initial Term and, if applicable, each Extension Term
            until the expiration thereof, unless terminated as set forth herein.

      1.46  Top Link Position means the first search result position in the
            Featured Top Section, wherein Yahoo displays either a Yahoo Result
            or an Overture Result in accordance herewith.

      1.47  U.S. User means a human user (i.e., not a `bot, metaspider, macro
            program, Internet agent or any other automated means) who, at the
            time of conducting a Yahoo Search Query, is accessing the Internet
            from an Internet Protocol address within the United States or
            Canada, as measured by Yahoo.

      1.48  Yahoo Affiliate means any entity worldwide, including but not
            limited to corporations, partnerships, joint ventures and limited
            liability companies, in which Yahoo directly or indirectly holds at
            least a majority ownership, equity, or financial interest.

      1.49  Yahoo Directory means the browse tree (i.e., the taxonomy of
            categories through which users navigate by clicking on category
            links) within Yahoo's principal, U.S.-targeted directory to the
            World Wide Web, currently located at http://www.yahoo.com, which
            browse tree currently resolves to dir.yahoo.com.


* 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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      1.50  Yahoo Foreign Properties means Yahoo's or a Yahoo Affiliate's
            foreign-targeted network of media, communications and commerce
            properties, including but not limited to those properties that are
            branded in whole or in part by or on behalf of Yahoo or a Yahoo
            Affiliate and presented in the local languages (e.g., Yahoo!
            Germany, currently located at http://www.yahoo.de) and any other
            foreign-targeted products or services that are developed and branded
            in whole or in part by or on behalf of Yahoo or a Yahoo Affiliate.

      1.51  Yahoo Foreign Vertical means any foreign-targeted, category-specific
            property within the Yahoo Foreign Properties that is owned or
            operated by or on behalf of Yahoo or a Yahoo Affiliate, including
            but not limited to those presented in the local language (e.g.,
            Yahoo! UK Shopping, currently located at
            http://shopping.yahoo.co.uk, and Yahoo! Italia Finance, currently
            located at http://finance.yahoo.it).

      1.52  Yahoo Marks means trademarks, service marks or graphical brand
            features of Yahoo in which Yahoo has prior rights.

      1.53  Yahoo Network means Yahoo's U.S. targeted network of media,
            communications and commerce properties, including but not limited to
            Yahoo Search, the Yahoo Verticals and any other U.S. targeted
            products or services that are developed and branded in whole or in
            part by or on behalf of Yahoo or a U.S. based Yahoo Affiliate;
            provided that any entity or property acquired, developed, controlled
            by or branded in whole or in part by or on behalf of Yahoo or a U.S.
            based Yahoo Affiliate after the Effective Date with whom Overture
            has a then-existing contractual relationship will continue to
            perform under the existing contract with Overture (to the extent
            that such performance is within the reasonable control of Yahoo)
            and, upon request by Overture, Yahoo shall not send any Yahoo Search
            Queries from any such entity in the event that no contractual
            relationship exists between the entity and Overture at the time of
            the date of acquisition, development or branding in whole or in
            party by or on behalf of Yahoo.

      1.54  [*].

      1.55  Yahoo Results means search results sold, bartered or bonused by
            Yahoo that are displayed in the Top Link Position solely on the
            first Yahoo Search Results Pages displayed in response to a Yahoo
            Search Query (i.e., no "next" Search Results Pages), unless Overture
            delivers the same Overture Results for any Yahoo Search Query
            according to Section 3.2 (in which case Yahoo will be entitled to
            display the same Yahoo Result on subsequent Yahoo Search Results
            Pages).

      1.56  Yahoo Search means the search functionality within Yahoo's
            principal, U.S.-targeted directory to the World Wide Web, currently
            located at http://www.yahoo.com, which search functionality
            currently resolves either to search.yahoo.com or to
            google.yahoo.com.

      1.57  Yahoo Search Box means a graphical area substantially similar in
            form to the example set forth in Exhibit B that appears on web pages
            across the Yahoo Network, including but not limited to the front
            page of Yahoo Search and all Yahoo Search Results Pages, through
            which a user can only submit a search query that is [*] a keyword or
            phrase that resolves to Yahoo Search. Additionally, searches
            initiated by a user clicking on the "next" button on a Yahoo Search
            Results Page and searches conducted after Yahoo provides the user
            with the correction to a misspelled word (in which case the user may
            click on the corrected spelling to connect to a Yahoo Search Results
            Page) and "Related Searches" (or similar functionality) that appear
            below the Featured Bottom Section as shown in Exhibit C will be
            deemed as submitted through a Yahoo Search Box. For clarity, search
            boxes that resolve to searchable directories other than [*] or
            successor directories thereto (e.g., searches submitted through any
            Yahoo Vertical, including but not limited to the search box that
            resolves to the specialty directory within Yahoo's


* 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.

                                       7
<PAGE>

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            shopping-related property) are not Yahoo Search Boxes.

      1.58  Yahoo Search Query means any search query comprised of a keyword or
            phrase and initiated through the Yahoo Search Box by a U.S. User.
            For clarity, search queries initiated through means other than the
            Yahoo Search Box (e.g., searches initiated through any Yahoo
            Vertical, including but not limited to the search box that resolves
            to the specialty directory within Yahoo's shopping-related property)
            will not be deemed a Yahoo Search Query.

      1.59  Yahoo Search Query Reports means information and data regarding (a)
            the performance of the Overture Results, to the extent provided by
            Yahoo and not collected by Overture directly, including but not
            limited to Impressions, the association with Yahoo of [*] and the
            total number of test queries performed by Yahoo; (b) the performance
            of [*], which information and data falls within the same categories
            as those listed in Exhibit F for which Overture must provide
            information and data about the Overture Results (e.g., [*] average
            cost per click and [*]); and, if applicable, (c) any statistics
            provided by Yahoo regarding the number and type of Yahoo Search
            Queries and U.S. Users.

      1.60  Yahoo Search Results Pages means those web pages within Yahoo
            Search, excluding the Jump Page, displayed in response to Yahoo
            Search Queries.

      1.61  Yahoo Top Link Coverage means the total number of Yahoo Search
            Queries that resulted in Yahoo's display of a Yahoo Result, divided
            by the total number of Yahoo Search Queries, as calculated by Yahoo
            on a Quarterly basis.

      1.62  Yahoo Vertical means any U.S. targeted, category-specific property
            within the Yahoo Network that is owned or operated by or on behalf
            of Yahoo or a U.S. based Yahoo Affiliate, including but not limited
            to Yahoo's travel-related property (currently located at
            http://travel.yahoo.com), finance-related property (currently
            located at http://finance.yahoo.com), shopping-related property
            (currently located at http://shopping.yahoo.com) and its
            music-related property (currently located at
            http://launch.yahoo.com).

2.    Licenses and Ownership.

      2.1   Licenses by Overture; Overture API and Licensed Materials. Subject
            to the terms and conditions of this Agreement, Overture grants to
            Yahoo a limited, non-exclusive, non-assignable, non-transferable,
            non-sublicensable license during the Term to use the Overture API
            solely for the purpose of enabling the exchange of Yahoo Search
            Queries and Overture Results between the parties in accordance with
            this Agreement and to reproduce, reformat and publicly display the
            other Licensed Materials provided by Overture on Yahoo Search
            Results Pages in accordance with this Agreement. Yahoo shall not
            cache or store any Overture Results or any other Licensed Material.

      2.2   Use of Reports.

            (a)   Use of Overture Reports. Yahoo may use the Overture Reports
                  and information disclosed under Section 8.4 only to verify
                  performance and payment under this Agreement, and may
                  reproduce the Overture Reports only as necessary to do so.
                  [*]. Within 10 days (unless such data is needed for a
                  potential dispute between the parties) after expiration or
                  termination of this Agreement, Yahoo shall delete and destroy
                  (and certify such destruction to Overture) or return to
                  Overture any and all copies of Overture Reports in Yahoo's
                  possession and all copies disclosed to Yahoo Affiliates. Other
                  than the obligation to delete, destroy or return information,
                  this Section 2.2(a) terminates when the Agreement terminates
                  or expires.

            (b)   Use of Yahoo Search Query Reports. Overture may use the Yahoo
                  Search Query Reports and

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
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                  information disclosed under Section 8.4 only to verify
                  performance under this Agreement or, as long as the Yahoo
                  Search Query Reports are not associated with Yahoo or
                  otherwise identifiable as being derived from Yahoo, for its
                  internal purposes (e.g., [*]) and may reproduce Yahoo Search
                  Query Reports as necessary to do so. [*]. Within 10 days
                  (unless such data is needed for a potential dispute between
                  the parties) after expiration or termination of this
                  Agreement, Overture shall delete and destroy (and certify such
                  destruction to Yahoo) or return to Yahoo any and all copies of
                  reports provided by Yahoo pursuant to Section 8.4(c). Other
                  than the obligation to delete, destroy or return information,
                  this Section 2.2(b) terminates when the Agreement terminates
                  or expires.

      2.3   Use of Information and Data.

            (a)   Information and Data Collected by Yahoo. All information and
                  data provided to Yahoo by users on the Yahoo Network or the
                  Yahoo Foreign Properties or otherwise collected from users on
                  the Yahoo Network or the Yahoo Foreign Properties by Yahoo
                  will be retained and owned exclusively by Yahoo. Overture
                  acknowledges that certain of that information and data may be
                  related to the performance of the Overture Results (the
                  "Overture Performance Data"). [*]. This Section survives
                  expiration or termination of the Agreement.

            (b)   Information and Data Collected by Overture. All information
                  and data provided to Overture by users off the Yahoo Network
                  and the Yahoo Foreign Properties or otherwise collected from
                  users off the Yahoo Network and the Yahoo Foreign Properties
                  by Overture will be retained and owned exclusively by
                  Overture. Yahoo acknowledges that certain of that information
                  and data may be related to Yahoo Search Queries (the "Yahoo
                  Performance Data"). [*]. This Section survives expiration or
                  termination of the Agreement.

      2.4   Ownership of Marks.

            (a)   Overture Marks. Yahoo will not contest the validity of, or
                  Overture's ownership of, any of the Overture Marks. During the
                  Term, Yahoo will not, in any jurisdiction, adopt, use or
                  register, or apply for registration of, whether as a corporate
                  name, trademark, service mark or other indication of origin,
                  or as a domain name, any Overture Marks, or any word, symbol
                  or device, or any combination confusingly similar to any of
                  the Overture Marks.

            (b)   Yahoo Marks. Overture will not contest the validity of, or
                  Yahoo's ownership of, any of the Yahoo Marks. During the Term,
                  Overture will not, in any jurisdiction, adopt, use or
                  register, or apply for registration of, whether as a corporate
                  name, trademark, service mark or other indication of origin,
                  or as a domain name, any Yahoo Marks, or any word, symbol or
                  device, or any combination confusingly similar to any of the
                  Yahoo Marks.

      2.5   Overture Licensed IP.

            (a)   License Grant; Yahoo Results and Exclusive Results. In
                  consideration of the rights and benefits provided hereunder
                  (including but not limited [*]

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                  ), and subject to the terms and conditions of this
                  Agreement, Overture hereby grants to Yahoo during the Term of
                  this Agreement a non-exclusive, non-assignable (except as set
                  forth in Section 2.5(i) below), non-sublicensable,
                  non-transferable (other than an assignment under Section
                  2.5(i) below), world-wide [*] license, on an as is basis,
                  under the Overture Licensed IP to [*] and use an Equivalent
                  Search Product for the exclusive purpose of generating Yahoo
                  Results for display in the Top Link Position and Exclusive
                  Results as described in Sections 4.4 and 5.1(b).

           (b)    License Grant; Yahoo Verticals. Subject to the terms and
                  conditions of this Agreement, Overture hereby grants to Yahoo
                  and the Yahoo Affiliates a non-exclusive, non-assignable
                  (except as set forth in Section 2.5(i) below),
                  non-sublicensable, non-transferable (other than an assignment
                  under Section 2.5(i) below), world-wide, [*] license
                  exercisable during the Term, on an as is basis, under the
                  Overture Licensed IP to [*] and use an Equivalent Search
                  Product on any Yahoo Vertical and, to the extent that
                  Overture-supplied search results are displayed within [*]
                  during the Term, any Yahoo Foreign Vertical; provided that
                  Yahoo and Yahoo Affiliates will not [*] or use the Equivalent
                  Search Product under the foregoing license until the date that
                  is at least [*] after Yahoo gives written notice to Overture
                  that Yahoo or a Yahoo Affiliate intends to exercise the
                  foregoing license, and Yahoo will continue to give Overture
                  written notice for each subsequent Yahoo Vertical or Yahoo
                  Foreign Vertical in which it or a Yahoo Affiliate intends to
                  exercise the foregoing license. The parties agree to [*] to
                  discuss ways in which Overture can offer and provide [*] on
                  Yahoo Verticals and Yahoo Foreign Verticals. [*]. The term of
                  each license exercised by Yahoo under this Section 2.5(b)
                  shall continue until, but in no event extend beyond, [*],
                  unless earlier terminated by Yahoo according to Section
                  2.5(k).

           (c)    License Grant; Equivalent Search Products. Subject to
                  the terms and conditions of this Agreement, Overture hereby
                  grants to Yahoo and the Yahoo Affiliates a non-exclusive,
                  non-assignable (except as set forth in Section 2.5(i) below),
                  non-sublicensable, non-transferable (other than an assignment
                  under Section 2.5(i) below), world-wide, [*] license, on an as
                  is basis, under Overture Licensed IP to [*] and use an
                  Equivalent Search Product solely within (1) Yahoo Search; (2)
                  those Yahoo Verticals and Yahoo Foreign Verticals in which
                  Overture-supplied search results are displayed as of the day
                  before the date on which this Agreement either expires or
                  terminates other than by reason of Yahoo's breach; and (3)
                  those Yahoo Verticals and Yahoo Foreign Verticals in which
                  Overture-supplied search results have been displayed at any
                  time during the Term, but only in the case that Overture has
                  ceased to supply such search results to that Yahoo Vertical or
                  Yahoo Foreign Vertical due to either Overture's election to
                  discontinue the applicable search service or Yahoo's election
                  to discontinue the applicable search service by reason of
                  Overture's breach; provided that Yahoo and Yahoo Affiliates
                  will not [*] or use an Equivalent Search Product under the
                  foregoing license until expiration of this Agreement or
                  termination of this Agreement for any reason other than
                  Yahoo's breach. The term of the license set forth in this
                  Section 2.5(c) shall continue until, but in no event extend
                  beyond, [*], unless earlier terminated by Yahoo according

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                  to Section 2.5(k).

            (d)   License Restrictions.

                  (1)   [*]. With respect to the licenses set forth in this
                        Section 2.5, the rights to [*] extend only to the
                        following circumstances:

                        (A)   Yahoo and the Yahoo Affiliates will be entitled to
                              [*] the Equivalent Search Products;

                        (B)   Yahoo and the Yahoo Affiliates will be entitled to
                              enlist Overture (subject to Overture's agreement)
                              either (A) [*] of the Equivalent Search Products
                              for Yahoo or the Yahoo Affiliate; or (B) to
                              provide [*] of the Equivalent Search Products to
                              Yahoo or the Yahoo Affiliate (e.g., in the case
                              that Yahoo elects to use [*] as an Equivalent
                              Search Product, or as a component thereof); and

                        (C)   Yahoo and the Yahoo Affiliates will be entitled to
                              [*] to build all or part of the Equivalent Search
                              Products [*]; provided that (i) the Equivalent
                              Search Products either are owned by Yahoo or a
                              Yahoo Affiliate or are [*] Yahoo or a Yahoo
                              Affiliate [*]; (ii) Yahoo operates and uses the
                              Equivalent Search Products [*]

                              Overture will be entitled to update the list of
                              Overture Disqualified Entities from time to time
                              in writing, [*].

                  (2)   [*] Yahoo Search Boxes. Yahoo will not be entitled to
                        use any licenses hereunder in connection with [*]
                        according to Section 3.1 below.


            (e)   Overture Affiliate IP. With respect to the licenses granted
                  under this Section 2.5, Overture will undertake all reasonable
                  efforts to cause Overture Affiliates to grant to Yahoo
                  identical licenses under the Overture Affiliate IP in the
                  applicable regional markets. Notwithstanding the foregoing
                  sentence, to the extent that Overture elects to transfer any
                  Overture Licensed IP to any Overture Affiliate during the term
                  of any license granted under this Section 2.5, such that the
                  affected Overture Licensed IP becomes Overture Affiliate IP,
                  Overture will undertake all steps necessary to ensure that
                  Yahoo maintains the licenses hereunder to that Overture
                  Affiliate IP.

            (f)   Royalty. [*], the parties agree that the royalty payable under
                  the license set forth in [*] should be [*]. For purposes of
                  [*], a FMV royalty shall



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                  mean a royalty that would be agreed upon by a willing licensee
                  and willing licensor in an arms length negotiation for a
                  license of a substantially similar scope to the license
                  granted under the applicable Section. Taking those factors
                  into account, the parties agree that the royalty payable by
                  Yahoo for exercise of the license under [*] (the "Applicable
                  Royalty") shall be as follows:

                  (1)   Upon Expiration. In the event of expiration of this
                        Agreement, the Applicable Royalty shall be as follows:

                        [*]

                  (2)   Upon Termination. In the event of termination of this
                        Agreement under Section 15.4 (Termination for Change of
                        Control) or other termination of this Agreement other
                        than by reason of Yahoo's breach, the Applicable Royalty
                        shall be as follows:

                        [*]

                  Under no circumstances shall the FMV royalty under [*] or the
                  Applicable Royalty under [*] be payable until Yahoo commences
                  to exercise the applicable license thereunder, nor shall it
                  extend beyond the term of the applicable license (and, in no
                  event, beyond [*]).

            (g)   Procedure for Determination of Royalty. Upon written notice by
                  Yahoo (1) no less than [*] days for purposes of Section
                  2.5[*], and (2) no sooner than [*] under Section 2.5(f)(2) for
                  purposes of Section 2.5[*], Yahoo and Overture will negotiate
                  in good faith and undertake commercially reasonable efforts to
                  establish a FMV royalty. Upon such notice, each party will
                  provide the other party with such information as the
                  requesting party may reasonably request for purposes of
                  establishing FMV, including but not limited to information
                  concerning royalty-rates or other consideration under any
                  other licenses granted by Overture under any Overture Licensed
                  IP. Failure to mutually agree upon a specific royalty within
                  [*] days after that notice will constitute an Escalation Event
                  under Section 16.5(a) below. If the procedures outlined under
                  Section 16.5(a) fail to resolve the royalty, then, unless the
                  parties mutually agree upon a third party appraiser to
                  determine FMV, the parties agree to submit the determination
                  of the royalty to arbitration. The arbitration will be
                  conducted in accordance with Section 16.5(b) below, except
                  that the Panel shall hold a hearing and render its decision
                  within 90 days after appointment of the third arbitrator of
                  the Panel. Either party shall be entitled from time to time to
                  request that FMV be re-determined in accordance with the
                  provisions of this Section 2.5(g), provided that such request
                  shall not be made within [*] months after the previous
                  determination of FMV; such re-determined FMV shall be used to
                  compute the Applicable Royalty prospectively, effective as of
                  the date such re-determination is requested in accordance with
                  the provisions of this Section 2.5(g).

            (h)   Other License Provisions. At the same time and under the same
                  procedure as for the determination of a royalty under
                  Subsection 2.5(g) above, the parties shall in good faith
                  negotiate to determine the remaining provisions of the
                  licenses under Sections 2.5[*], including but not
                  limited to provisions relating to payment procedure, reporting
                  procedure, record keeping requirements, audit procedure,
                  default and cure, termination and dispute resolution.

            (i)   Assignment. Notwithstanding the provisions of Section 16.2,
                  Yahoo may, [*] the prior


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                  written consent of Overture, assign the licenses and other
                  rights granted under this Section 2.5 to any entity that
                  succeeds to all or substantially all of the assets and
                  liabilities of Yahoo. Upon such assignment, the license set
                  forth in this Section 2.5 will be binding upon and inure to
                  the benefit of the parties hereto and their successors and
                  assigns.

            (j)   Covenant not to Sue. Overture, on behalf of itself and the
                  Overture Affiliates, covenants that neither Overture nor the
                  Overture Affiliates will sue either (1) any advertiser for its
                  use of or participation in an Equivalent Search Product
                  operated by Yahoo or a Yahoo Affiliate in accordance with the
                  licenses granted hereunder; or (2) any third party other than
                  an [*] solely for its [*] in accordance with the licenses
                  granted hereunder. For clarity, nothing herein shall be deemed
                  to limit any claims of Overture against any third party with
                  respect to any act or omission other than [*] in accordance
                  with the licenses granted hereunder.

            (k)   Termination. Yahoo will be entitled to terminate the foregoing
                  licenses, in whole or as to any Overture Licensed IP, at any
                  time on written notice to Overture. Should Overture terminate
                  this Agreement under Section 15.2 below by reason of Yahoo's
                  breach of this Agreement, all licenses under this Section 2.5
                  terminate. In addition, should Yahoo divest itself of all or
                  part of a Yahoo Affiliate, such that the affected Yahoo
                  Affiliate no longer is a Yahoo Affiliate as defined hereunder,
                  all licenses under this Section 2.5 terminate with respect to
                  that affected Yahoo Affiliate.

            (l)   Nothing in this Agreement shall be construed as imposing any
                  obligation upon Overture to provide any data, know-how or
                  other information to Yahoo or the Yahoo Affiliates under the
                  licenses identified in this Section 2.5.

      2.6   Ownership; Reservation of Rights. This Agreement is not intended to
            and shall not affect ownership by either party of any of its
            intellectual property rights, content, products and services, and
            nothing set forth in this Agreement shall be construed as the
            assignment or transfer of any ownership rights in any of the
            foregoing from one party to the other. Other than the express
            licenses set forth in this Section 2, nothing in this Agreement, and
            nothing in any press release or other statement made in connection
            with this Agreement (including but not limited to the press release
            planned under Section 12.3 below), will be deemed a license (by
            implication, estoppel or otherwise) under either party's patent
            rights or other intellectual property rights. Nothing in this
            Agreement, and nothing in any press release or in any other
            statement made in connection with this Agreement, will be deemed an
            admission by either party that any existing, planned or contemplated
            products, services or technology of the other party infringes or
            does not infringe its (or a third party's) patent or other
            intellectual property rights or that the other party's (or a third
            party's) patent or other intellectual property is valid. Likewise,
            neither party's performance according to the terms and conditions of
            this Agreement will in any way broaden the intellectual property
            rights of the other party. Both parties reserve all rights not
            expressly granted.

      2.7   Non-Waiver of Claims. Nothing herein constitutes a waiver of any
            pre-existing claims of one party against entities, or with respect
            to businesses, services or product lines, acquired by the other
            party during the Term of this Agreement or the term of a license
            under Section 2.5 above.

3.    Maintenance of Yahoo Search Box; Delivery of Yahoo Search Queries.

      3.1   Yahoo Search Box. Yahoo will enable all U.S. Users to initiate Yahoo
            Search Queries through the Yahoo Search Box. Yahoo will display the
            Yahoo Search Box on the front page of Yahoo Search and all Yahoo
            Search Results Pages. Yahoo will be entitled to display
            commerce-related "universal" search boxes (i.e., shopping and/or
            auctions) on the front page of Yahoo Search no

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            more than 5 days in a month. The Yahoo Search Box shall be the only
            [*] search functionality for general searches (e.g., [*]) of the
            World Wide Web displayed within the Yahoo Network during the Term
            (e.g., [*]). Yahoo will be entitled to [*] and to derive search
            traffic [*] (or similar search functionality) on [*] provided that
            such search traffic is directed to the Yahoo Search Results Pages.
            If Yahoo exercises its rights under the preceding sentence, then the
            parties will negotiate in good faith for the purpose of executing an
            amendment to this Agreement, which amendment will, at Overture's
            option, either (a) address the manner in which [*] and the method by
            which Yahoo will be compensated for such traffic; or (b) provide for
            the suppression of [*] for those Yahoo Search Results Pages
            displayed in response to a Yahoo Search Query from this [*], in
            which case the resulting Impression would not be counted hereunder
            and the provisions of Section 7 would not apply.

      3.2   Yahoo Search Queries; Delivery by Yahoo. Except as set forth in
            Section 5.4, Yahoo will send the Yahoo Search Query to Overture each
            and every time that a U.S. User initiates a search through a Yahoo
            Search Box. When a U.S. User submits a Yahoo Search Query by
            clicking on the "next" button on a Yahoo Search Results Page, Yahoo
            will differentiate the Yahoo Search Query in a manner acceptable to
            Overture so that Overture can deliver Overture Results that differ
            from those Overture Results appearing on the prior Yahoo Search
            Results Pages. Notwithstanding the foregoing, Yahoo acknowledges and
            agrees that Overture will be entitled to deliver the same Overture
            Results for any Yahoo Search Query initiated by a "next" button to
            the extent that Overture does not have additional Overture Results
            for the keyword or phrase. As of the Effective Date, the parties do
            not intend this Agreement to apply to Yahoo Search or to any search
            functionality within a Yahoo Vertical to the extent that the search
            functionality is accessed or enabled through wireless or voice
            services (however, the parties may include such wireless and voice
            services during the Term by mutual consent).

4.    Delivery and Maintenance of Overture Results.

      4.1   Delivery by Overture. After receiving a Yahoo Search Query from
            Yahoo, Overture will deliver to Yahoo, according to the Service
            Level Agreement attached hereto as Exhibit A, either Overture
            Results or a response that no results are being delivered for that
            Yahoo Search Query. Overture will be entitled to redirect URLs
            embedded within the Overture Results in the process of transferring
            a user to the Advertiser site promoted within the applicable
            Overture Result, so that Overture is able to record Actual Clicks.

            (a)   Remedies. The parties acknowledge that it is in the financial
                  best interest of both parties to avert Unresolved Catastrophic
                  Problems and Recurrent Problems, as such terms are defined in
                  the Service Level Agreement attached as Exhibit A hereto and
                  this Agreement, respectively, and that the damages
                  attributable to such Unresolved Catastrophic Problems and
                  Recurrent Problems would be difficult to ascertain. Therefore,
                  the parties have specified the liquidated damages below as a
                  reasonable estimate of such damages and as each party's sole
                  and exclusive remedy other than termination (in the event of
                  an uncured, material breach pursuant to Section 15.2 below)
                  for such Unresolved Catastrophic Problems that prevent
                  Overture from fulfilling its delivery obligations pursuant to
                  Section 4.1 above and for Recurrent Problems. For purposes of
                  this Section 4.1, a "Recurrent Problem" means any Problem,
                  Severe Problem, or Catastrophic Problem (each, individually, a
                  "Recurrent Problem Element"), or any combination of Recurrent
                  Problem Elements, which renders the Overture Results
                  unavailable or unusable for more than [*] in any [*], and is
                  attributable to a single party.

                  (1)   Yahoo Remedy for Unresolved Catastrophic Problems. For
                        any Unresolved Catastrophic Problem within the
                        reasonable control of Overture, Overture will pay to
                        Yahoo an amount calculated as [*] of Gross Revenue that
                        Yahoo would have earned pursuant to this Agreement
                        during the period beginning [*] after the earlier of
                        Overture's

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                        learning of, or Yahoo's providing notice to Overture
                        that a Problem, Severe Problem or Catastrophic Problem
                        attributable to Overture has been detected but not
                        resolved. Overture's liability for such payment will not
                        extend beyond the point in time when (i) Overture has
                        resolved the Catastrophic Problem, even if Yahoo has
                        elected to manually override pursuant to Section IV(F)
                        of the Service Level Agreement; or (ii) a Yahoo
                        Technical Lapse is in effect. For clarity, Overture's
                        liability would continue to accrue incrementally if
                        Yahoo resolves such Technical Lapse but Overture has not
                        resolved the Catastrophic Problem.

                  (2)   Overture Remedy for Unresolved Catastrophic Problems. In
                        the event of any Unresolved Catastrophic Problem within
                        the reasonable control of Yahoo, Yahoo will pay to
                        Overture an amount calculated as [*] of Gross Revenue
                        that Overture would have earned pursuant to this
                        Agreement during the period beginning [*] after the
                        earlier of Yahoo's learning of, or Overture's providing
                        notice to Yahoo that a Problem, Severe Problem or
                        Catastrophic Problem attributable to Yahoo has been
                        detected but not resolved. Yahoo's liability for such
                        payment will not extend beyond the point in time when
                        (i) Yahoo has resolved the Catastrophic Problem to meet
                        the acceptable performance standards set forth in the
                        Service Level Agreement, or (ii) a technical lapse by
                        Overture (such as a Problem, Severe Problem or
                        Catastrophic Problem attributable to Overture) is in
                        effect. For clarity, Yahoo's liability would continue to
                        accrue if Overture resolves such technical lapse but
                        Yahoo has not resolved the Catastrophic Problem.

                  (3)   The Parties' Remedies for Recurrent Problems. The party
                        responsible for any Recurrent Problem will pay the
                        non-breaching party (the "NBP") an amount calculated as
                        the [*] of Gross Revenue that the NBP would have earned
                        during the total period in which the Recurrent Problem
                        Elements occurred. The beginning of this period
                        commences [*] after the party that is responsible for
                        the Recurrent Problem initially learns of, or receives
                        notice of, the occurrence of the first Recurrent Problem
                        Element in the Recurrent Problem. The liability of the
                        party responsible for the Recurrent Problem will not
                        extend beyond the point in time when the responsible
                        party has resolved the final Recurrent Problem Element
                        in the Recurrent Problem and will not include periods
                        when the NBP experiences a technical lapse during a
                        Recurrent Problem Element. For clarity, the responsible
                        party's liability would continue to accrue incrementally
                        if the NBP resolves such technical lapse but the
                        responsible party has not resolved the Recurrent Problem
                        Element.

      4.2   Suppression by Overture. Overture will suppress delivery of certain
            Overture Results to Yahoo in accordance with the following:

            (a)   [*]-Related Overture Results. Overture will suppress
                  [*]-related Overture Results, at a minimum, to the same degree
                  as the [*] that appear on the Overture Site as of the
                  Effective Date. Upon receipt by Overture of [*] Yahoo Search
                  Query for which Overture has [*] Overture Results, Overture
                  will send to Yahoo such [*] Overture Results. For all other
                  [*] Yahoo Search Queries, Overture shall not return any
                  Overture Results, and if Overture does send an Overture
                  Result, then Yahoo shall be entitled to block such Overture
                  Result from being displayed pursuant to Section 4.5(a) below.
                  The parties acknowledge and agree that the delivery of
                  [*]-related Overture Results to Yahoo is not contemplated by
                  this Agreement and, thus, [*].

            (b)   Overture Results related to [*]. Overture will suppress
                  Overture Results that link directly to a page owned or
                  operated by [*].

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            (c)   Overture Results in response to Excluded Terms. Overture will
                  not deliver Overture Results to Yahoo in response to a U.S.
                  User's search of the Yahoo Search for an Excluded Term.

            (d)   Overture Results identified by Yahoo. Upon a reasonable
                  request by Yahoo according to Section 4.5 below, Overture
                  agrees to cease delivery of the affected Overture Result.

            (e)   Suppression of all Overture Results. Overture will be entitled
                  to cease delivery of all Overture Results for any Yahoo Search
                  Query in Overture's keyword marketplace that triggers
                  Overture's compliance obligations under this Section 4.2.

      4.3   Display by Yahoo. After receiving Overture Results from Overture in
            response to a Yahoo Search Query, Yahoo will display the Required
            Number of Overture Results in the Featured Sections as provided for
            in this Agreement, unless Overture provides less than the Required
            Number of Overture Results to Yahoo in response to the particular
            Yahoo Search Query, in which case Yahoo will display all Overture
            Results provided by Overture in the Featured Sections.

            (a)   Order and Appearance. On the Effective Date and during any
                  population test pursuant to the Estimated Yahoo Payment and
                  Guaranteed Fixed Payment Adjustment Process set forth in
                  Exhibit K, the Yahoo Search Results Page shall be displayed as
                  provided for in Exhibit C. Yahoo will display the Overture
                  Results in the order provided by Overture. Yahoo will display
                  Overture Results in the Featured Sections with Overture's full
                  title and a truncated description, both of which together will
                  consist of no less than 88 characters (as shown in the mock-up
                  attached as Exhibit C hereto), as well as with the full URL of
                  the web page associated with each Overture Result. When viewed
                  via Microsoft's principal "Internet Explorer" browser product
                  (U.S. versions 4.0 and higher) on the Microsoft Windows
                  platform or any other browser that easily supports a mouse
                  over implementation, the title will give rise to the full
                  description to the extent that the user passes his or her
                  cursor over the title (a "Mouse Over"), which Mouse Over will
                  be substantially similar in form to the example set forth in
                  Exhibit C. Yahoo will not modify [*] of the Overture Results,
                  except that Yahoo will truncate the description as described
                  in the foregoing sentence. The only content in the Featured
                  Sections shall be the Overture Results and the Yahoo Results,
                  as provided for in this Agreement. All of the Search Result
                  Characteristics of the Overture Results and the Yahoo Results
                  in the Featured Sections, as well as the Exclusive Result,
                  shall be identical. To the extent that the [*] of the Overture
                  Results and the [*] are not identical to the Main Body Search
                  Results, Yahoo will provide Overture with written notice, and
                  any dispute regarding the difference between [*] will be
                  deemed an Escalation Event that is not subject to arbitration
                  under


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                  Section 16.5(b) below (i.e., [*]). The entire first search
                  result in the Featured Top Section shall appear Above the
                  Fold. The heading of the Featured Sections shall be "Sponsor
                  Matches" or such other heading as is mutually agreed upon by
                  the parties. Yahoo agrees that it will not [*].

            (b)   Increases in the Required Number of Overture Results. Yahoo
                  will be entitled to increase the number of Overture Results
                  that appear within the Featured Sections as long as Yahoo (a)
                  provides Overture with no less than [*] prior written notice
                  of the increase setting forth the keywords and terms for which
                  the number of Overture Results shall be increased and the
                  duration of time that the increase will last (which in no
                  event shall be less than [*]); (b) enlarges the applicable
                  Featured Section, as determined by Yahoo, proportionally to
                  account for the increased number of Overture Results; and (c)
                  confers with Overture regarding possible revisions to the
                  Service Level Agreement in order to account for the additional
                  Overture Results and, to the extent that the parties cannot
                  agree on the appropriate revision or whether a revision to the
                  Service Level Agreement is warranted at all, the parties will
                  resolve the issue via the escalation provisions set forth in
                  Section 16.5(a). If Yahoo elects to [*] within the Featured
                  Sections after the date that is [*] from the Effective Date,
                  then Yahoo will provide Overture with [*] days prior written
                  notice, and Yahoo agrees to add one additional Overture Result
                  to the Featured Top Section with respect to [*] keywords or
                  phrases upon which the parties mutually agree, which agreement
                  will not unreasonably withheld, for the period during which
                  [*].

            (c)   No Incentives to Click. Yahoo will not provide users with any
                  incentives (e.g., points or special offers) to click on
                  Overture Results.

      4.4   Preemption by Yahoo. In response to Yahoo Search Queries, Yahoo will
            be entitled to display either (a) one Yahoo Result on the first
            Yahoo Search Results Pages, unless Overture delivers the same
            Overture Results for any Yahoo Search Query according to Section 3.2
            (in which case Yahoo will be entitled to display the same Yahoo
            Result on subsequent Yahoo Search Results Pages), in the Top Link
            Position; or (b) one Exclusive Result (as defined below) in the
            "Yahoo! Exclusives" (or similarly named) section of the Yahoo Search
            Results Pages according to Section 5.1(b) below. If Yahoo elects to
            display a Yahoo Result in the Top Link Section in response to a
            particular Yahoo Search Query, then the Required Number of Overture
            Results in the Featured Top Section for the particular Yahoo Search
            Query will be reduced to two.

      4.5   Removal by Yahoo; Potential Liability; Excluded Terms; Contextual
            Relevance. Yahoo will be entitled to block the display of any
            Overture Result for which Overture has an obligation to suppress
            delivery pursuant to Section 4.2 and this Section 4.5.

            (a)   Overture Results that Yahoo deems Objectionable. As it
                  consistently administers its company-wide advertising
                  policies-(e.g., [*]), Yahoo will be entitled to block Overture
                  Results that do not comply with such policies from the Yahoo
                  Search Results Pages or to amend the list of Excluded Terms to
                  include any keywords or phrases to which those Overture
                  Results relate, as reasonably determined by Yahoo. Yahoo also
                  will be entitled to block or to request removal of any
                  Overture Results that [*]. Yahoo also will be entitled to
                  block or to request removal of any Overture Results that, in
                  Yahoo's reasonable belief, might [*] or might [*]. In any
                  event, Yahoo agrees to notify Overture and to provide Overture
                  with an electronic copy of the Overture Results that give rise
                  to Yahoo's request.

            (b)   Overture Results that Yahoo deems Contextually Irrelevant. As
                  it consistently administers its Yahoo Search-wide editorial
                  policies, Yahoo will be entitled to block or to request
                  removal of any Overture Results that are not contextually
                  relevant to the Yahoo Search Query. The


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                  parties will discuss relevancy issues in good faith, including
                  but not limited to the means for resolving relevancy issues
                  (e.g., revision of title and description, filter or removal).
                  Any disagreement between Overture and Yahoo concerning whether
                  an Overture Result is contextually relevant under this Section
                  4.5(b) shall give rise to an Escalation Event.

      4.6   Yahoo Suppression. Yahoo will suppress delivery of certain Yahoo
            Results in accordance with the following:

            (a)   Results that Overture deems Potentially Damaging. Overture
                  will be entitled to request that Yahoo not display any Yahoo
                  Results that, in Overture's reasonable belief, might subject
                  Overture to criminal or civil liability.

            (b)   Contextual Relevance. As it consistently administers its
                  editorial policies, Overture will be entitled to request that
                  Yahoo not display any Yahoo Results that are not contextually
                  relevant to the Yahoo Search Query. The parties will discuss
                  relevancy issues in good faith, including but not limited to
                  the means for resolving relevancy issues (e.g., revision of
                  title and description, filter or removal). Any disagreement
                  concerning this Section 4.6(b) shall give rise to an
                  Escalation Event.

5.    Yahoo Search Results Pages; Featured Sections.

      5.1   Creation and Maintenance of Yahoo Search Results Pages. Yahoo will
            create and maintain the Yahoo Search Results Pages during the Term
            and, except as set forth in Section 5.4, display a Yahoo Search
            Results Page in response to the submission of every Yahoo Search
            Query.

            (a)   Editorial Control. Yahoo will be solely responsible for the
                  design, layout, "look and feel," posting and maintenance of
                  the Yahoo Network, including but not limited to the Yahoo
                  Search Results Pages and any sections thereof. Notwithstanding
                  any provision herein to the contrary, except Section 4.3(a)
                  and the introductory paragraph thereto which contain the
                  minimum display requirements, Yahoo will be entitled to
                  redesign or modify [*], of the Yahoo Network, including but
                  not limited to the Yahoo Search Results Pages and any sections
                  thereof. Yahoo will undertake commercially reasonable efforts
                  to provide Overture with a reasonable amount of notice prior
                  to implementing any Redesign of the Yahoo Search Results
                  Pages.

            (b)   Pre-Approved Change to Yahoo Search Results Pages. With
                  respect to Yahoo Search Results Pages on which Yahoo does not
                  display a Yahoo Result, Overture hereby approves Yahoo's
                  creation and display of a "Yahoo! Exclusives" (or similarly
                  named) section on the Yahoo Search Results Pages, which
                  section will include no more than one search result (an
                  "Exclusive Result") and might appear above the Featured Top
                  Section.

            (c)   Acknowledgement of Redesign. The parties acknowledge and agree
                  that Yahoo might implement more than one "look and feel" for
                  the Yahoo Search Results Pages, which "look and feel" could
                  vary based on the nature of the Yahoo Search Query, as
                  determined by Yahoo.

            (d)   "Sponsor Matches" Link. Both parties acknowledge and agree
                  that, with respect to the page to which users navigate
                  directly from the "What are Sponsor Matches?" link (as shown
                  on the mock-up) or other similar link on the Yahoo Search
                  Results Page (the "Help Page"), the Help Page that has been
                  used prior to the Effective Date shall be the Help Page that
                  is used after the Effective Date, unless otherwise mutually
                  agreed upon by the parties.

      5.2   Creation and Maintenance of Featured Sections. Yahoo will create and
            maintain the Featured Sections on the Yahoo Search Results Pages
            throughout the Term in accordance with the terms of


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            this Agreement, including but not limited to Section 4.3(a) above.
            On the Effective Date and during any population test pursuant to the
            Estimated Yahoo Payment and Guaranteed Fixed Payment Adjustment
            Process set forth in Exhibit K, the Featured Sections shall be
            displayed as provided for in Exhibit C.

      5.3   Blocked Content. Yahoo will undertake commercially reasonable
            efforts not to sell advertising units (including but not limited to
            pop-up windows) that block any portion of a user's view of the
            Overture Results [*].

      5.4   Jump Page displayed in response to Hybrid Search Queries. With
            respect to [*] Yahoo Search Queries for which "filtered" Overture
            Results are available (the "Hybrid Search Queries"), Yahoo will be
            entitled to present a jump page (the "Jump Page") to each and every
            U.S. User in response to that U.S. User submitting a Hybrid Search
            Query, which Jump Page will (a) inform the U.S. User that the Hybrid
            Search Query is likely to return [*] search results; (b) enable the
            U.S. User to navigate directly to a contextually relevant Yahoo
            Search Results Page and, to the extent that the U.S. User selects
            this option, Yahoo will send the Hybrid Search Query to Overture in
            accordance with Section 3.2 above; (c) enable the U.S. User to
            submit a new Yahoo Search Query; and, in some cases, (d) enable the
            U.S. User to navigate directly to a page within a third party web
            site on which contextually relevant [*] search results are
            displayed, thereby terminating the Hybrid Search Query. Any other
            treatment of Hybrid Queries will be subject to mutual agreement of
            the parties. The parties acknowledge and agree that the Jump Page
            does not constitute a Yahoo Search Results Page, and that Yahoo's
            treatment of Hybrid Search Queries in this manner does not
            constitute a breach of this Agreement. The parties further
            acknowledge and agree that the delivery of [*] Overture Results to
            Yahoo is not contemplated by this Agreement and, thus, Yahoo [*].

6.    Technical Implementation; Interaction between the Parties.

      6.1   Compliance with Service Level Agreement. Each party will comply with
            the terms and conditions of the Service Level Agreement attached
            hereto as Exhibit A.

      6.2   Technical Resources; Quarterly Meetings. During the Term, each party
            will contribute those technical resources reasonably necessary to
            facilitate the exchange of Yahoo Search Queries and Overture Results
            and the improvement of the tracking and reporting outlined in
            Section 8.4 below. The search product development teams of the
            parties will meet no less than once per Quarter to exchange
            information regarding relevance of Overture Results and Yahoo
            Results and developing trends in the search product market.

      6.3   No Disparaging Comments. Yahoo will not post any disparaging
            comments attributable to Yahoo about Overture or the Overture
            Results on Yahoo Search and the accompanying directory property
            during the Term (e.g., [*]), and Overture will not post any
            disparaging comments attributable to Overture about Yahoo or Yahoo
            Search on the Overture Site during the Term. In addition, during the
            Term, Yahoo agrees (a) not to use Overture's Confidential
            Information, the Overture Results or the Overture Reports for the
            purpose of selling Overture advertisers placement in any Yahoo
            search sponsor matches program; (b) not to target Overture
            advertisers by parsing the Overture XML feed for Overture advertiser
            contact information or by obtaining such information from another
            source provided by Overture. Notwithstanding the foregoing, under no
            circumstances shall this Agreement be deemed to restrict Yahoo in
            any manner from: (1) marketing any Yahoo product or service
            (including but not limited to any Yahoo sponsor matches program) to
            any existing Yahoo advertiser, content provider, or Yahoo registered
            user; (2) marketing any Yahoo product or service to any potential
            Yahoo


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            advertiser through "one-to-one" contacts (e.g., telephone calls,
            letter, e-mails, sales calls); or (3) marketing any Yahoo product or
            service through any mass media (e.g., television, radio, print,
            online) that does not specifically target Overture advertisers by
            name. For clarity, individual Yahoo! salespeople may distinguish
            Yahoo! sponsor matches programs from Overture's by comparing aspects
            of the two programs (e.g., [*]).

      6.4   Co-Marketing Opportunities. The parties agree to deliver marketing
            messages on behalf of each other via email or other means, the
            recipients, content and timing of which will be mutually agreed upon
            by the parties, which approval shall not be unreasonably withheld.

7.    Exclusivity; Additional Domestic Opportunities; International.

      7.1   Exclusivity.

            (a)   General. Except as set forth herein, the Overture Results will
                  be the only Restricted Search Results displayed by Yahoo
                  within [*] during the Term. In addition, other than Yahoo
                  Results and Exclusive Results displayed by Yahoo in accordance
                  herewith and any search results for which Yahoo is compensated
                  through its [*], Yahoo will not display within Yahoo Search
                  any [*]. Finally, Yahoo will not display Paid Advertising that
                  promotes the Restricted Search Results of any [*] in the area
                  between the [*] and the [*] or [*] or [*] of the Featured Top
                  Section.

            (b)   [*]. During the Term, Yahoo will not enter into any agreement
                  with any third party under which Yahoo is supplied with (1)
                  [*] products for use within [*]; or (2) [*] products for use
                  on the Yahoo Network, which [*] products (i) are [*] to
                  Overture's [*] search service as of the Effective Date; and
                  (ii) assemble Restricted Search Results for display in
                  response to general searches [*]. During the Term, if [*]
                  offers a service outside the scope of the [*], then Yahoo is
                  free to utilize that service on the Yahoo Network, subject to
                  Section 7.3 below.

      7.2   Exclusions; Clarifications; Acknowledgements.

            (a)   Exclusions; Yahoo Listings and [*]. Notwithstanding anything
                  to the contrary in this Agreement, Yahoo will be entitled to
                  continue to offer and grow its listings businesses (e.g.,
                  [*]), as long as Yahoo does not place its directory "Sponsor
                  Listings" (or similarly named listings) within Yahoo Search in
                  a manner that [*] (for clarity, [*]). In addition,
                  notwithstanding anything to the contrary in this Agreement,
                  Yahoo will be entitled to monetize all or part of the Main
                  Body Search Results by


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                  implementing [*], provided that Yahoo will notify Overture,
                  and discussions arising therefrom will be deemed an Escalation
                  Event (with the criteria being whether [*]), before Yahoo
                  itself [*] (or instructs the [*]) to the fact that a Main Body
                  Search Result is paid. Any [*] results will be displayed with
                  the same Search Result Characteristics as the other Main Body
                  Search Results, and the [*] results may not be displayed in a
                  separate section, but rather must be displayed among the other
                  Main Body Search Results. Overture acknowledges and agrees
                  that (1) Yahoo may not have control over [*]; and (2) Yahoo
                  uses and will continue to use the fact that a web site within
                  its directory is [*] for display in the Main Body Search
                  Results.

            (b)   Clarifications; U.S. Users. For clarity, the exclusivity set
                  forth in this Section 7 extends to U.S. Users on Yahoo Search
                  only, unless the parties mutually agree in an executed
                  amendment to this Agreement to broaden the exclusivity to
                  include New Domestic Opportunities or International
                  Opportunities as set forth in Section 7.3 and 7.4 below.

            (c)   Acknowledgements; European Users on Yahoo Search. Overture
                  acknowledges and agrees that Yahoo has entered into agreements
                  with (a) LookSmart International Pty Limited ("LookSmart
                  Australia") under which, among other things, LookSmart
                  Australia provides and Yahoo displays Restricted Search
                  Results in response to search queries submitted to Yahoo
                  Search from Internet Protocol addresses within Australia or
                  New Zealand, as measured by Yahoo; and (b) eSpotting Media
                  (UK) Limited ("eSpotting UK") under which, among other things,
                  eSpotting UK might provide and Yahoo might display Restricted
                  Search Results in response to search queries submitted to
                  Yahoo Search from Internet Protocol addresses within Europe,
                  as measured by Yahoo. Overture agrees that nothing in this
                  Agreement will be construed to prohibit, restrict, or
                  otherwise prevent Yahoo from continuing to participate in and
                  pursue the foregoing relationships, as long as these pursuits
                  do not violate this Agreement. Nothing in this provision or
                  Agreement shall be construed to constitute an admission by
                  Overture that any third party system does not infringe any
                  Overture intellectual property right. Further, nothing in this
                  provision or Agreement shall preclude Overture from asserting
                  a claim for infringement against any third party for
                  infringement of Overture's intellectual property or seeking an
                  injunction against providing infringing search results to
                  others, including Yahoo.

      7.3   Additional Domestic Opportunities. If, during the Term, Yahoo elects
            to create a new opportunity for a [*] for display on the Yahoo
            Network but outside Yahoo Search and Yahoo Directory (the "New
            Domestic Opportunity"), then Yahoo will provide Overture with
            written notice that sets forth Yahoo's business requirements for the
            New Domestic Opportunity. The parties will negotiate in good faith
            for the purpose of executing an amendment to this Agreement under
            which Overture will provide the New Domestic Opportunity under
            reasonable terms and conditions. [*].


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      7.4   International Opportunities. The parties will negotiate in good
            faith for the purpose of executing an amendment to this Agreement
            under which Overture or an Overture Affiliate will provide
            Restricted Search Results within certain mutually agreed upon areas
            of those Yahoo Foreign Properties located within the [*], which
            provision by Overture cannot occur until Yahoo's or the Yahoo
            Affiliate's pre-existing contractual obligations with respect to the
            display of Restricted Search Results on the [*] expire or terminate.
            If, during the Term, Yahoo or a Yahoo Affiliate elects to create a
            new opportunity for a third party to provide Yahoo with Restricted
            Search Results for display on any Yahoo Foreign Property (the
            "International Opportunity"), then Yahoo will provide Overture with
            written notice that sets forth Yahoo's business requirements for the
            International Opportunity. The parties will negotiate in good faith
            for the purpose of executing an amendment to this Agreement under
            which Overture will provide the International Opportunity under
            reasonable terms and conditions. [*]. Upon Overture providing
            services in a new market under this Agreement, whenever a user of
            such market conducts a search on Yahoo Search, Yahoo shall display
            Overture's search results for that market and not the Overture
            Results.

8.    Overture's Payment Obligations. Overture will make payments to Yahoo in
      accordance with the following:

      8.1   Guaranteed Fixed Payments. Overture will make the applicable
            Guaranteed Fixed Payment to Yahoo within [*] days after the start of
            the applicable Quarter according to the schedule set forth below,
            unless the applicable Guaranteed Fixed Payment is reduced according
            to Section 8.7 below. If the parties reasonably believe that a
            Revenue Share Payment will be less than the Guaranteed Fixed Payment
            in a particular Quarter, then Overture shall pay to Yahoo a [*]
            reasonable estimate of the next Guaranteed Fixed Payment due (which
            reasonable estimate shall not bind either party to such number) and,
            once the parties determine the correct Guaranteed Fixed Payment for
            that Quarter according to Section 8.7 below, the party that owes
            money to the other shall pay the same. If Yahoo owes money to
            Overture, then Overture shall be entitled to reduce its next
            payment(s) by the amount that is owed until the entire amount has
            been repaid.

<TABLE>
<CAPTION>
           ------------------------------------------------------------
           Quarter                             Guaranteed Fixed Payment
           ------------------------------------------------------------
<S>                                            <C>
           Q1                                  $[*]
           ------------------------------------------------------------
           Q2                                  $[*]
           ------------------------------------------------------------
           Q3                                  $[*]
           ------------------------------------------------------------
           Q4                                  $[*]
           ------------------------------------------------------------
           Q5                                  $[*]
           ------------------------------------------------------------
           Q6                                  $[*]
           ------------------------------------------------------------
           Q7                                  $[*]
           ------------------------------------------------------------
           Q8                                  $[*]
           ------------------------------------------------------------
           Q9                                  $[*]
           ------------------------------------------------------------
           Q10                                 $[*]
           ------------------------------------------------------------
           Q11                                 $[*]
           ------------------------------------------------------------
           Q12                                 $[*]
           ------------------------------------------------------------
</TABLE>

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<TABLE>
<S>                                            <C>
           ------------------------------------------------------------
           Each Quarter of any Extension Term  $[*]
           ------------------------------------------------------------
</TABLE>

      8.2   Revenue Share Payments. Overture will make Quarterly revenue share
            payments (the "Revenue Share Payments") to Yahoo based on Gross
            Revenue in the applicable Quarter according to the schedule set
            forth below, but only to the extent that the applicable Revenue
            Share Payment exceeds the applicable Guaranteed Fixed Payment made
            by Overture (e.g., if the Revenue Share Payment for the applicable
            Quarter were to exceed the Guaranteed Fixed Payment made by Overture
            for the applicable Quarter, then Overture would make a payment to
            Yahoo in the amount of the difference between the applicable Revenue
            Share Payment and the applicable Guaranteed Fixed Payment). [*].
            Percentages of Gross Revenue apply solely to Gross Revenue within
            each of the ranges listed below (i.e., [*]). Revenue Share Payments
            are due and payable to Yahoo within [*] days after the end of the
            applicable Quarter.

            [*]

            Overture will retain all revenue that it derives from the Overture
            Results, except as specifically set forth in this Agreement.

      8.3   Advance Payment; Renewal Fee; Prior Agreement True-Up.

            (a)   Advance Payment. On or before the date that is [*] days after
                  the Effective Date, Overture shall pay to Yahoo, as an advance
                  payment, [*] of the Guaranteed Fixed Payment due for [*] as
                  specified in Section 8.1 above (the "Advance Payment"). If
                  this Agreement is terminated prior to the end of the [*], then
                  Yahoo will apply the Advance Payment to any amount owed by
                  Overture to Yahoo hereunder. If the Advance Payment is greater
                  than the amount owed by Overture to Yahoo hereunder, then the
                  difference between the amount of the Advance Payment and the
                  amount owed by Overture to Yahoo hereunder shall be refunded
                  to Overture within [*] days after the effective date of
                  termination.

            (b)   Renewal Fee. If Yahoo irrevocably exercises its First Option
                  (as defined below) according to Section 10 below and so
                  notifies Overture in writing no later than April 30, 2004,
                  then Overture shall pay to Yahoo a renewal fee in the amount
                  of $2,000,000 within 60 days after Yahoo's notice.

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            (c)   Prior Agreement True-Up. The parties acknowledge and agree
                  that, under the Prior Agreement and in consideration of
                  Yahoo's performance under the Prior Agreement, Overture owes
                  additional fees in the amount of $[*] (the "True-Up Payment").
                  Overture shall pay the True-Up Payment to Yahoo within [*]
                  days after the Effective Date.

      8.4   Tracking; Reporting.

            (a)   Tracking. Yahoo will include [*] search URLs or other source
                  feed indicators provided by Overture (the "Tags") for (i) [*];
                  (ii) Yahoo Search Results Pages within the Yahoo Network
                  within which Overture Results are displayed and (iii) any
                  search service testing performed by Yahoo related to the
                  Overture Results. Overture will use the Tags solely for [*].

            (b)   Overture Reporting. Overture will be responsible for tracking
                  and calculating Gross Revenue and Revenue Share Payments.
                  Overture will provide Yahoo a monthly report that sets forth
                  in reasonable detail the information listed in Exhibit F (the
                  "Overture Reports") in a format to be mutually agreed upon by
                  the parties. All reports provided hereunder will be
                  accompanied by a certificate of accuracy, signed by Overture's
                  Chief Financial Officer or similar officer with responsibility
                  for the reporting function.

            (c)   Yahoo Reporting. Yahoo will provide Overture with access to
                  either offline reports or an online database (and each of
                  which will be deemed Yahoo Search Query Reports to the extent
                  reduced to tangible form by or for Overture) that sets forth
                  Yahoo's calculation of the Yahoo Search Queries, Impressions
                  and "next" button Yahoo Search Queries delivered hereunder in
                  the aggregate, as well as the number and percentage of
                  Timeouts (as that term is defined in the Service Level
                  Agreement attached hereto as Exhibit A) and the number of
                  times that Yahoo displayed an impression that was not in
                  compliance with the terms of this Agreement. The Impression
                  information shall be reflected in the on-line reporting
                  database within 48 hours. In addition, with respect to the
                  Yahoo Results and Exclusive Results, Yahoo will provide
                  Overture with a Yahoo Search Query Report that sets forth in
                  reasonable detail monthly Impressions for the Yahoo Results
                  and Exclusive Results in the aggregate and the aggregate
                  information and data that falls within the same categories as
                  those listed in Exhibit F for which Overture must provide
                  information and data about the Overture Results (e.g., total
                  clicks, average cost per click and average click-through
                  rate). All reports provided hereunder will be accompanied by a
                  certificate of accuracy, signed by Yahoo's Chief Technology
                  Officer or similar officer with responsibility for the
                  reporting function.

            (d)   `Bot Traffic. Yahoo will implement a tracking solution that
                  tracks the number of Impressions (i.e., a tracking solution
                  that determines which Yahoo Search Queries were performed by
                  U.S. Users, thereby qualifying as Yahoo Search Queries, and
                  which search queries were performed by `bots, metaspiders,
                  macro programs, Internet agents, any other automated means, or
                  by Yahoo as part of any testing in accordance with the
                  subsection (e) below and the Service Level Agreement).

            (e)   Mutual Exchange of Information. The parties hereby agree to
                  negotiate in good faith for [*] days following the Effective
                  Date to provide an exchange of information during the Term
                  that (i) enables either Overture to develop its own reasonable
                  estimates of `bot traffic in addition to the numbers reported
                  in the Yahoo Search Query Reports or Yahoo to develop its own
                  marketplace for the Yahoo Results and Exclusive Results, (ii)
                  does not violate any law or regulation affecting user privacy,
                  (iii) provides contractual assurances to each party that such
                  information will not be used for any purpose other than those
                  set forth in subsection (i) above, and (iv) provides standards
                  for storing and destroying such information. The parties
                  acknowledge and agree that the goal of this Section 8.4(e) is
                  to exchange that information

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                  reasonably necessary for each party to administer this
                  Agreement on a timely basis and to mutually determine relative
                  fault for adjustments to the Estimated Yahoo Payment and the
                  Guaranteed Fixed Payments under Section 8.7 below. Any failure
                  to complete such negotiations will trigger an Escalation Event
                  pursuant to Section 16.5(a) below.

            (f)   Testing. Yahoo agrees to (i) identify search queries submitted
                  by Yahoo in connection with any test conducted by Yahoo in
                  accordance with the Service Level Agreement as "test" queries
                  by marking them as such in a data field at the time of
                  submission; and (ii) include a total of these "test" queries
                  in the Yahoo Search Query Reports.

      8.5   Mutual Audit Rights. Each party (the "Auditing Party"), at its own
            expense, will be entitled to retain a reputable, independent
            certified public accounting firm reasonably acceptable to the other
            party (the "Audited Party") solely for the purpose of auditing, at a
            mutually agreed upon time during normal business hours, those
            records of the Audited Party that relate to the calculation of `bot
            traffic, Click-Through Rate, Price Per Click, Impressions, Yahoo
            Results, U.S. Users, Gross Revenue or the Revenue Share Payments.
            Prior to an audit, the Auditing Party will require the certified
            public accounting firm (the "Auditor") to sign a confidentiality
            agreement reasonably acceptable to the Audited Party, and the
            results of the audit will be deemed "Confidential Information". Such
            audit shall be conducted in accordance with generally accepted
            auditing standards and the Auditor will be entitled to disclose to
            the Auditing Party only whether or not the Audited Party is in
            compliance and the amount of any non-compliance, if any, and will be
            precluded from disclosing any other Confidential Information to the
            Auditing Party without written consent of the Audited Party. If an
            audit reveals an underpayment, then the Audited Party will
            immediately make payment to the Auditing Party in the amount of the
            underpayment [*]. If an audit reveals an underpayment or
            miscalculation of more than 10%, then the Audited Party will pay the
            reasonable cost of that audit. Either party shall only be entitled
            to [*] during the Term, which will apply to the prior [*] under the
            Agreement. Upon request by the Auditor, Yahoo shall provide the
            Auditor access to its query logs to confirm compliance with the
            Guaranteed Impressions of this Agreement.

      8.6   Payment Mechanics. Overture will make payments to Yahoo in U.S.
            dollars via wire transfer into Yahoo's main account according to the
            instructions set forth below:

            [*]

      8.7   Estimated Yahoo Payment and Guaranteed Fixed Payment Reductions.

            (a)   Principles. The principles below convey the shared
                  understanding of the parties of how economic value is
                  generated and how actions by the parties can change the rate
                  of economic value creation:

                  (1)   [*] is responsible for Impressions as modeled in this
                        Agreement.

                  (2)   [*] is responsible for Coverage as modeled in this
                        Agreement.

                  (3)   [*] is responsible for PPC as modeled in this
                        Agreement.

                        [*] based its PPC model on [*]. [*] may impact PPC in a
                        number of different ways (but the parties recognize that
                        such ways may or may not adversely affect PPC) which
                        will be considered by the parties in



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                        determining relative fault in their discussions and in
                        third party arbitration. These ways include (but are not
                        limited to) by [*].

                        The PPC on [*] is one indicator of the degree to which
                        [*] is achieving the PPC for which it is responsible.
                        [*].

                  (4)   [*] is responsible for CTR as modeled in this Agreement.

                        [*] based its CTR model on the [*]. [*] may impact CTR
                        in a number of different ways (but the parties recognize
                        that such ways may or may not adversely affect CTR)
                        which will be considered by the parties in determining
                        relative fault in their discussions and in third party
                        arbitration. These ways include (but are not limited to)
                        [*] and [*] may impact CTR through [*].

            (b)   Estimated Yahoo Payment. Once a Measurement Period is
                  triggered, the Estimated Yahoo Payment and Guaranteed Fixed
                  Payment Adjustment Process set forth in Exhibit K will be
                  followed. If an adjustment in the Estimated Yahoo Payment is
                  required, then the following formula will be used to determine
                  that adjustment:

                  [*]

            (c)   Credit for Guaranteed Fixed Payment. If the Revenue Share
                  Payment is less than the Guaranteed Fixed Payment in Quarter
                  X, then Overture will be credited toward the Guaranteed Fixed
                  Payment in Quarter Y an amount (the "Credit") = [*]:

                  (1)   [*], or
                  (2)   [*].

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                  If the above calculation occurs during the final Quarter of
                  the Agreement (inclusive of any Extension Terms), then the
                  Term of the Agreement will be extended until the actual
                  Revenue Share Payment is equal to the Credit. For clarity,
                  [*]. If the parties mutually agree not to extend the Term as
                  set forth herein, then Yahoo will pay the amount of the Credit
                  to Overture within [*] days after the expiration of the
                  Agreement.

            (d)   Measurement Period. A Measurement Period is triggered when the
                  [*]. At the time a Measure Period is triggered, the Parties
                  shall determine a fair reserve from the Guaranteed Fixed
                  Payment as described in Section 8.1 above.

                  By way of example, [*].


            (e)   Adjustment. If, in a Quarter subsequent to a Measurement
                  Period, the Yahoo Revenue Share exceeds the Estimated Yahoo
                  payment for that Quarter (as adjusted, if applicable), then
                  Overture will reset the Estimated Yahoo Payment and the
                  Guaranteed Fixed Payment for the subsequent Quarter to the
                  level calculated using the formula in Section 8.7(b) above,
                  subject to the following exceptions:

                  (1)   To the extent that the Guaranteed Fixed Payment is
                        adjusted upwards [*].

                  (2)   The Guaranteed Fixed Payment will not be adjusted
                        upwards unless the actual revenue share to Yahoo is
                        greater than or equal to [*]% of Estimated Yahoo Payment
                        for a given Quarter.

      8.8   Late Payments. Any Guaranteed Fixed Payment or undisputed Revenue
            Share Payment that is paid more than [*] days late will bear
            interest at the rate of [*]% per month.

      8.9   [*]


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9.    Impressions.

      9.1   Deliveries. Yahoo will deliver the Guaranteed Impressions for each
            Quarter, except that Yahoo will be deemed to have delivered the
            Guaranteed Impressions for any Quarter in which [*] for that
            Quarter. Additionally, if [*], then Yahoo will be deemed to have
            delivered the Guaranteed Impressions for that Quarter, regardless of
            the number of Impressions actually delivered. For clarity, Yahoo
            will continue to deliver Impressions hereunder, by virtue of
            delivering each and every Yahoo Search Query to Overture according
            to Section 3.2 above, even if Yahoo has delivered the Guaranteed
            Impressions for a particular Quarter. For additional clarity, the
            fact that the Guaranteed Impressions are deemed delivered hereunder
            will not preclude the parties from considering Impressions in
            connection with an adjustment under Section 8.7 above.

      9.2   Remedy, Make-Good. If Yahoo does not deliver the Guaranteed
            Impressions within the applicable Quarter, then it will "make good"
            the shortfall by extending its obligations hereunder at the end of
            the Initial Term or the end of the applicable Extension Term, if
            any, until it delivers the Guaranteed Impressions.

10.   Yahoo's Option to Extend. Yahoo shall have two options to extend the Term,
      each of which shall extend the Term by an additional two or three years,
      as determined by Yahoo. The first option to extend ("First Option"), if
      exercised by Yahoo, shall extend the Term for a period commencing on May
      1, 2005 and continuing until either April 30, 2007 or April 30, 2008 (an
      "Extension Term"), depending on whether Yahoo chooses the two year option
      or three year option. In order for Yahoo to exercise the First Option,
      Yahoo must notify Overture in writing prior to [*] of its desire to
      exercise such option. The second option to extend ("Second Option"), if
      exercised by Yahoo, shall extend the Term for a period commencing on the
      date on which the first Extension Term expires (i.e., either April 30,
      2007 or April 30, 2008) and continuing for a period of either two or three
      years from


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      the date on which the first Extension Term expires, depending on whether
      Yahoo chooses the two year option or three year option. In order for Yahoo
      to exercise the Second Option, Yahoo must have exercised the First Option
      and Yahoo must notify Overture in writing prior to the date that is [*]
      prior to the end of the First Option of its desire to exercise the Second
      Option. All notices of exercise hereunder must disclose whether Yahoo is
      extending the Term for two years or three years.

11.   Representations and Warranties.

      11.1  Overture Warranties. Overture represents and warrants that it has
            full power and authority to enter into this Agreement. Overture
            further represents and warrants to Yahoo that Overture's total costs
            for credit card charges and bad debt for the first 9 months of 2001
            was [*]% of amounts earned by Overture for Bidded Clicks. Bad debt
            for the purpose of this Agreement consists of matters which Overture
            categorizes in its normal course of business as uncollectable
            revenues and invoiced revenues that are not collected. Overture
            uncollectable revenues consists of the following: credit card fraud;
            adjustments for system and other errors in billing on a client
            account; adjustments made to advertiser's accounts for disputed
            billings; and adjustments [*] after processing through our normal
            click-through protection filters. Overture finally represents and
            warrants that, as of the Effective Date and at all times throughout
            the Term, it has all consents, approvals, licenses and permissions,
            necessary for Overture to perform all of its obligations hereunder
            and for Yahoo to exercise all of its rights hereunder.

      11.2  Yahoo Warranties. Yahoo represents and warrants that it has full
            power and authority to enter into this Agreement.

      11.3  Disclaimer. EXCEPT AS SET FORTH IN SECTION 13, NEITHER PARTY WILL BE
            RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES, INCLUDING BUT
            NOT LIMITED TO ADVERTISERS, OR FOR ANY THIRD PARTY WEB SITES THAT
            CAN BE LINKED TO OR FROM THAT PARTY'S WEB SITE. NEITHER PARTY
            NOR SUCH PARTY'S LICENSORS MAKE ANY OTHER WARRANTY OF ANY KIND,
            WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
            LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
            USE AND NONINFRINGEMENT.

12.   Confidentiality.

      12.1  Definition. "Confidential Information" means any information
            disclosed by either party to the other party during the Term (and
            any renewals terms), either directly or indirectly, in writing,
            orally or by inspection of tangible objects, which is designated as
            "Confidential," "Proprietary" or some similar designation. All of
            the terms of this Agreement, including but not limited to all
            Overture Reports and all Yahoo Search Query Reports, will be deemed
            "Confidential." Information communicated orally will be considered
            Confidential Information if such information is designated as being
            Confidential Information at the time of disclosure and confirmed in
            writing as being Confidential Information within 20 days after the
            initial disclosure. Confidential Information will not, however,
            include any information that (a) was publicly known and made
            generally available in the public domain prior to the time of
            disclosure by the disclosing party; (b) becomes publicly known and
            made generally available after disclosure by the disclosing party to
            the receiving party through no action or inaction of the receiving
            party; (c) is already in the possession of the receiving party at
            the time of disclosure by the disclosing party; (d) is obtained by
            the receiving party from a third party without a breach of such
            third party's obligations of confidentiality; or (e) is
            independently developed by the receiving party without use of or
            reference to the disclosing party's Confidential Information.


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      12.2  Restrictions. Other than the rights expressly granted under Section
            2, the receiving party agrees (a) not to disclose any Confidential
            Information to any third parties; (b) not to use any Confidential
            Information for any purposes other than to exercise its rights or
            perform its obligations under this Agreement; and (c) to keep the
            Confidential Information confidential using the same degree of care
            the receiving party uses to protect its own confidential
            information, as long as it uses at least reasonable care. If either
            party receives a subpoena or other validly issued judicial process
            requesting, or is required by a government agency (e.g., the
            Securities and Exchange Commission) to disclose, Confidential
            Information of the other party, then the receiving party will notify
            the disclosing party of such request and will reasonably cooperate
            to seek confidential treatment or to obtain an appropriate
            protective order to preserve the confidentiality of the Confidential
            Information. Notwithstanding the foregoing, either party may
            disclose following notice to the other party, pursuant to a
            confidentiality agreement no less restrictive than the
            confidentiality terms hereof, the terms of this Agreement and
            performance hereunder to third parties for the purpose of due
            diligence examinations in the context of financings or a potential
            Change of Control (as defined in Section 15.4). All obligations
            under this Section 12.2 will survive for a period of [*] after
            termination or expiration of the Agreement.

      12.3  Press Release. Immediately upon execution of the Agreement, the
            parties will jointly issue the press release attached hereto as
            Exhibit D, the content of which has been mutually agreed upon by
            both parties. Further, the parties agree that Overture and Yahoo or
            the applicable Yahoo Affiliate and Overture Affiliate will jointly
            issue a press release, the timing of which will be mutually agreed
            upon, relating to any amendment of this Agreement to incorporate an
            International Opportunity in accordance with Section 7.4 above.
            Neither party shall issue any additional press releases in
            connection with this Agreement without the other party's prior
            written consent, which will not be unreasonably withheld. Excluding
            disclosures that are required by law, neither party will disclose
            any other terms of this Agreement to any third party via any medium
            without the prior approval of the other party. When determining
            whether a disclosure is "required by law," each party may rely on
            its legal counsels' advice on such matters. Notwithstanding the
            foregoing, (a) Overture shall have the right to notify its
            advertisers and potential advertisers of the general nature of this
            transaction (including Overture's estimate of the increase in
            traffic) pursuant to the general provisions of Exhibit I in order to
            encourage Overture's advertisers to increase their spending with
            Overture and to encourage potential advertisers to advertise with
            Overture; and (b) both parties shall be entitled to (i) provide
            additional disclosures containing any and all information contained
            in any previously agreed upon press release; and (ii) list the other
            party's name in advertising and other materials (provided that such
            language shall not disparage the other party) according to the other
            party's then-current brand usage guidelines, which the other party
            will make available upon request.

13.   Indemnification.

      13.1  Overture Indemnification. Overture, at its own expense, will
            indemnify, defend and hold harmless Yahoo and Yahoo Affiliates,
            employees, representatives and agents from and against any claim,
            demand, action, investigation or other proceeding, including but not
            limited to all damages, losses, liabilities, judgments, costs and
            expenses arising therefrom, brought by any third party against Yahoo
            (collectively, a "Yahoo Claim") to the extent that the Yahoo Claim
            is based on, or arises out of an allegation that Overture's
            performance hereunder (including but not limited to Overture's
            practice of any method under the Overture Licensed IP by which
            Overture assembles and orders Overture Results for delivery to Yahoo
            hereunder) or the Licensed Materials violates any applicable law,
            rule or regulation or infringe the rights of any third party,
            including but not limited to intellectual property rights, privacy
            and publicity rights, claims of defamation, false or deceptive
            advertising claims and consumer fraud.


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      13.2  Yahoo Indemnification. Yahoo, at its own expense, will indemnify,
            defend and hold harmless Overture and Overture Affiliates,
            employees, representatives and agents from and against any claim,
            demand, action, investigation or other proceeding, including but not
            limited to all damages, losses, liabilities, judgments, costs and
            expenses arising therefrom, brought by any third party against
            Overture (collectively, an "Overture Claim") to the extent that the
            Overture Claim is based on, or arises out of an allegation that
            Yahoo's performance hereunder or the Yahoo Marks violate any
            applicable law, rule or regulation or infringe the rights of any
            third party, including but not limited to intellectual property
            rights, privacy and publicity rights, claims of defamation, false or
            deceptive advertising claims and consumer fraud.

      13.3  Indemnification Procedure. All indemnity obligations arising under
            this Section 13 will be subject to the following requirements: (a)
            the indemnified party will provide the indemnifying party with
            prompt written notice of any Yahoo Claim, in the case that Yahoo is
            the indemnified party, or any Overture Claim, in the case that
            Overture is the indemnified party, (as applicable, a "Claim"),
            except that failure to give prompt notice will not waive any rights
            of the indemnified party to the extent that the rights of
            indemnifying party are not materially prejudiced thereby; (b) the
            indemnified party will permit the indemnifying party to assume and
            control the defense of the Claim upon the indemnifying party's
            written acknowledgment of its obligation to indemnify; (c) upon the
            indemnifying party's written request, and at no expense to the
            indemnified party, the indemnified party will provide the
            indemnifying party with all available information and assistance
            reasonably necessary for the indemnifying party to defend the Claim.
            The indemnifying party will not enter into any settlement or
            compromise of the Claim (except a settlement or compromise that (i)
            is full and final with respect to the Claim; (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 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) without the indemnified party's prior
            written approval, which shall not be unreasonably withheld.

14.   Limitation of Liability. EXCEPT FOR INDEMNITY OBLIGATIONS ARISING UNDER
      SECTION 13 ABOVE, ANY BREACH OF SECTION 12.2 (CONFIDENTIALITY --
      RESTRICTIONS) OR ANY WILLFUL, UNCURED AND MATERIAL BREACH OF THIS
      AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES BE
      LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL,
      CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT
      MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF DATA,
      BUSINESS, PROFITS OR GOODWILL AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS
      OR SERVICES, REGARDLESS OF THE LEGAL THEORIES AND EVEN IF THAT PARTY HAS
      BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL
      YAHOO'S AGGREGATE, CUMMULATIVE LIABILITY TO OVERTURE UNDER THIS AGREEMENT
      EXCEED THE SUM OF $[*] AND ANY AMOUNTS CREDITABLE OR REFUNDABLE TO
      OVERTURE UNDER THIS AGREEMENT PURSUANT TO SECTION 8, EXCEPT THAT YAHOO'S
      AGGREGATE, CUMMULATIVE LIABILITY TO OVERTURE UNDER THIS AGREEMENT WILL NOT
      EXCEED THE SUM OF $[*] AND ANY AMOUNTS CREDITABLE OR REFUNDABLE TO
      OVERTURE UNDER THIS AGREEMENT PURSUANT TO SECTION 8 IN THE EVENT OF
      YAHOO'S WILLFUL, EFFICIENT BREACH OF THIS AGREEMENT. IN NO EVENT WILL
      OVERTURE'S AGGREGATE, CUMMULATIVE LIABILITY TO YAHOO UNDER THIS AGREEMENT
      EXCEED THE SUM OF $[*] AND ANY AMOUNTS PAST DUE UNDER THIS AGREEMENT
      PURSUANT TO SECTION 8, EXCEPT THAT OVERTURE'S AGGREGATE, CUMMULATIVE
      LIABILITY TO YAHOO UNDER THIS AGREEMENT WILL NOT EXCEED THE SUM OF $[*]
      AND ANY AMOUNTS PAST DUE UNDER THIS AGREEMENT PURSUANT TO SECTION 8 IN THE
      EVENT OF OVERTURE'S WILLFUL, EFFICIENT BREACH OF THIS AGREEMENT.


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15.   Term.

      15.1  Term. This Agreement will become effective as of the Effective Date
            and, unless terminated or renewed as set forth herein, will remain
            effective for the Term.

      15.2  Termination. If either party breaches this Agreement in any material
            respect, and that party does not cure its breach within 30 days
            after written notice by the non-breaching party of its breach, then
            the non-breaching party will be entitled to terminate this Agreement
            immediately upon written notice to the breaching party after failure
            to cure within those 30 days.

      15.3  Termination for Cause. Following the first year of this Agreement,
            Yahoo will be entitled to terminate this Agreement upon [*] prior
            written notice (the "Termination Notice") to Overture if the [*] is
            less than [*] for [*] consecutive Quarters; provided that the reason
            the [*] is less than [*] must be determined to be Overture's
            responsibility by applying the principles and provisions described
            in Section 8.7 above. Upon receipt of the Termination Notice,
            Overture shall have the right to increase the Guaranteed Fixed
            Payment from its current level of approximately [*] to [*] in which
            case the Agreement shall continue as if no Termination Notice had
            been delivered.

      15.4  Termination for Change of Control. For purposes of this provision,
            "Change of Control" means (a) the direct or indirect acquisition
            (except for transactions described in clause (b) of this paragraph
            below), whether in one or a series of transactions by any person (as
            such term is used in Section 13(d) and Section 14(d)(2) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act")),
            or related persons (such person or persons, an "Acquirer")
            constituting a group (as such term is used in Rule 13d-5 under the
            Exchange Act), other than in all cases Yahoo and/or controlled
            affiliates of, or an entity that controls 50% or more of, Yahoo, of
            (i) beneficial ownership (as defined in the Exchange Act) of issued
            and outstanding shares of stock of Overture, the result of which
            acquisition is that such person or such group possesses in excess of
            50% of the combined voting power of all then-issued and outstanding
            stock of Overture, or (ii) the power to elect, appoint, or cause the
            election or appointment of at least a majority of the members of the
            board of directors of Overture (or such other governing body in the
            event Overture or any successor entity is not a corporation); (b) a
            merger or consolidation of Overture with a person or a direct or
            indirect subsidiary of such person, other than in all cases Yahoo
            and/or controlled affiliates of, or an entity that controls 50% or
            more of, Yahoo, provided that the result of such merger or
            consolidation, whether in one or a series of related transactions,
            is that the holders of the outstanding voting stock of Overture
            immediately prior to such consummation do not possess, whether
            directly or indirectly, immediately after the consummation of such
            merger or consolidation, in excess of 50% of the combined voting
            power of all then-issued and outstanding stock of the merged or
            consolidated person, its direct or indirect parent, or the surviving
            person of such merger or consolidation; (c) the stockholders of
            Overture approve a plan of complete liquidation of Overture; or (d)
            a sale or disposition, whether in one or a series of transactions,
            of all or substantially all of Overture's assets. Overture will
            provide Yahoo with prompt written notice following (or at Overture's
            election, up to [*] days prior to) (i) the approval by the
            Overture board of directors of a transaction that is or is intended
            to be a Change in Control or (ii) the public announcement (including
            without limitation by means of a filing pursuant to Section 13D of
            the Exchange Act) by any third party of its intention to effect a
            Change in Control of Overture, including without limitation the
            initiation of a tender offer, proxy fight, consent solicitation or
            other means designed or intended to effect a Change in Control of
            Overture. Upon receipt of such notice from Overture, Yahoo will be
            entitled to the right (the "Change of Control Right") to elect in
            writing (the "Change of Control Election") to Overture, within [*]
            days of receipt of such notice, either the "Continue on Revised
            Financial Terms" option set forth in subpart (a) immediately below
            or the "Termination; Termination Fee" option set forth in subpart
            (b)


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            immediately below. Notwithstanding anything to the contrary herein,
            once a Change of Control has been consummated, Yahoo shall have no
            further rights under this Section 15.4 in respect of a subsequent
            Change of Control , if any, that may be consummated. The following
            subparts (a) and (b) are the two choices, one of which Yahoo may
            elect pursuant to a Change of Control Election (it being understood
            that if Yahoo does not make an election prior to the end of such
            [*] day period, then it shall be deemed to have elected the option
            set forth in subpart (a) below):

            (a)   Continue on Revised Financial Terms. Yahoo elects to maintain
                  the Agreement under its terms and conditions, subject to the
                  following adjustment, to become effective immediately prior to
                  the consummation of the Change of Control: Overture will
                  increase the percentage at which it makes Revenue Share
                  Payments hereunder by (1) [*]% (e.g., in year 3 of the Initial
                  Term, the revenue share percentage would increase from [*]% to
                  [*]%) to the extent that the Acquirer is [*] or controlled by
                  one of such entities or any successor to substantially all of
                  the current business of any of such entities (each, a
                  "Designated Company"); or (2) [*]% to the extent that the
                  Acquirer is any entity other than a Designated Company. The
                  term of the increased Revenue Share Payment percentages
                  pursuant to this subpart (a) shall continue from immediately
                  prior to the consummation of the Change of Control until the
                  later of (x) one year following consummation of the Change of
                  Control, and (y) the expiration of the Initial Term (if the
                  Change of Control is consummated during the Initial Term) or
                  the applicable Extension Term (if the Change of Control is
                  consummated during an Extension Term). Notwithstanding the
                  foregoing sentence, to the extent that either (i) the Change
                  of Control occurs after January 1, 2005 and Yahoo has not
                  provided Overture with written notice of Yahoo's intent to
                  exercise the First Option according to Section 10 above; or
                  (ii) the Change of Control occurs after the date that is six
                  months prior to the end of the First Option and Yahoo has not
                  provided Overture with written notice of Yahoo's intent to
                  exercise the Second Option according to Section 10 above, the
                  term of the increased Revenue Share Payment percentages
                  pursuant to this subpart (a) shall continue from immediately
                  prior to the consummation of the Change of Control until the
                  expiration of the then-current Term (i.e., the Initial Term in
                  the case of clause (i) above and the first Extension Term in
                  the case of clause (ii) above).

            (b)   Termination; Termination Fee. Yahoo elects to terminate the
                  Agreement, in which case the following will become effective
                  immediately prior to the consummation of the Change of
                  Control: the Agreement will terminate and Overture will pay to
                  Yahoo a termination fee of (i) if Acquirer is a Designated
                  Company, then (A) $10,000,000 in cash, payable promptly upon
                  consummation of a Change of Control; and (B) 3% of the
                  outstanding shares of Overture Common Stock, on a fully
                  diluted basis immediately prior to consummation of the Change
                  of Control (calculated on the treasury stock method (utilizing
                  the average closing trading price of shares of Overture for
                  the 10 trading days ending on the day that is two trading days
                  prior to but not including the date of consummation of the
                  Change of Control (the "Ten-Day Average Price"))) which,
                  subject to applicable governmental regulatory approvals and
                  the expiration of applicable waiting periods, shall be issued
                  immediately prior to consummation of a Change of Control; or
                  (ii) if Acquirer is not a Designated Company, then (A)
                  $5,000,000 in cash, payable promptly upon consummation of a
                  Change of Control; and (B) 2% of the outstanding shares of
                  Overture Common Stock, on a fully diluted basis, immediately
                  prior to consummation of the Change of Control (calculated on
                  the treasury stock method as aforesaid) which, subject to
                  applicable governmental regulatory approvals and the
                  expiration of applicable waiting periods, shall be issued
                  immediately prior to consummation of a Change of Control (the
                  shares referred to in clauses (i)(B) and (ii)(B), the
                  "Overture Shares"). Notwithstanding the foregoing, if the
                  Change of Control is the type described in clause (a) of the
                  first paragraph of this Section 15.4, then the obligation of
                  Overture to issue Overture Shares and make payments to Yahoo
                  pursuant to this paragraph shall take effect as promptly as
                  practicable following the Change of Control, rather than
                  immediately prior to or upon the Change of Control. In
                  connection with the issuance of the Overture Shares, the
                  parties will cooperate in the filing of any


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                  applicable regulatory filing pursuant to the Hart-Scott-Rodino
                  Antitrust Improvements Act of 1976, as amended (the "HSR
                  Act"). Overture and Yahoo will share equally any applicable
                  filing fee required in connection with any such HSR Filing.
                  The parties will retain and pay their own legal counsel and
                  other expenses, if any, in connection with such filing. The
                  parties also will use all reasonable efforts to file any
                  applicable regulatory filing promptly, so as to permit the
                  timely issuance of the Overture Shares. In addition, if the
                  Change of Control is the type described in clause (a), (c) or
                  (d) of the first paragraph of this Section 15.4 (a "Non-Merger
                  Change of Control"), unless Yahoo can trade the Overture
                  Shares in the public market without an effective registration
                  statement, Overture will use all reasonable efforts to file
                  and have the SEC promptly declare effective a registration
                  statement pursuant to which the Overture Shares will be fully
                  registered for resale by Yahoo under the Securities Act of
                  1933, as amended, and any applicable state securities law;
                  following effectiveness of the registration statement, subject
                  to applicable law. Overture will take all reasonable actions
                  to ensure Yahoo's ability to dispose of the Overture Shares as
                  promptly as desired by Yahoo. If the terms of the issuance of
                  Overture Shares are publicly disclosed by Overture, upon
                  Yahoo's request, Overture shall take reasonable steps to apply
                  for and obtain a permit for the issuance of the Overture
                  Shares to Yahoo from the California Department of Corporations
                  in the event of a Non-Merger Change of Control.
                  Notwithstanding anything to the contrary herein, in lieu of
                  issuing Overture Shares to Yahoo pursuant to this subpart (b),
                  Overture may elect, in its sole discretion, instead to pay
                  Yahoo cash equal to the market value of such Overture Shares
                  based on the Ten-Day Average Price.

      15.5  Effect of Termination or Expiration. Upon termination or expiration
            of this Agreement for any reason, (a) except as set forth in Section
            2.5 above, all licensed rights granted herein will terminate
            immediately; (b) Yahoo will immediately cease use of the Licensed
            Materials; (c) Overture will immediately cease use of the Yahoo
            Search Query Reports other than as contemplated herein; (d) Yahoo
            will cease all use of all Overture Reports other than as
            contemplated herein; and (e) Sections 1, 2.2 (with respect to the
            covenants to destroy/certify destruction of information only), 2.3
            2.5, 8.1 and 8.2 (with respect to payments accrued during the Term),
            8.3, 8.7 (with respect to credits accrued during the Term), 8.8,
            9.2, 12-14, 15.5 and 16 of this Agreement will survive. The parties
            further agree that, in the event of an early termination under this
            Agreement, each party will be entitled to any fees due or owed to it
            by the other party (e.g., Overture will be entitled to a pro rata
            refund of the applicable Guaranteed Fixed Payment in the event of a
            proper termination of the Agreement by Overture). The remedies
            stated herein are cumulative and in addition to any remedies
            available at law or equity, and nothing contained herein shall be
            deemed to limit either party's right to pursue any and all such
            remedies.

16.   Miscellaneous.

      16.1  Notice. Any notice required for or permitted by this Agreement must
            be in writing and delivered by (a) personal delivery; (b)
            nationally-recognized overnight courier; (c) certified or registered
            mail, return receipt requested; or (d) email, telecopy or facsimile
            transmission, confirmed by concurrent notice delivered by one of the
            means set forth in subsections (a) -- (c) above. All notices will be
            deemed delivered upon receipt by the receiving party. All notices
            must be sent (1) to Yahoo at 701 First Avenue, Sunnyvale, California
            94089, Attn: Vice President, North American Operations, with a copy
            to its General Counsel; or (2) to Overture at 74 North Pasadena
            Avenue, third floor, Pasadena, California 91103, Attn: Vice
            President Business Affairs. Each party will be entitled to change
            its address for purposes of this Section 16.1 by providing written
            notice to the other party in accordance herewith.

      16.2  Assignment; Binding Effect. This Agreement will be binding upon and
            inure to the benefit of the parties hereto and their permitted
            successors and assigns, as set forth herein and Section 15.4


                                       34
<PAGE>

EXECUTION                                                           CONFIDENTIAL


            above. Neither Overture nor Yahoo may assign this Agreement, or any
            of its rights hereunder, or delegate any of its duties hereunder
            without the prior written consent of the other party.
            Notwithstanding the foregoing, either party may, without the prior
            written consent of the other party, assign this Agreement to any
            entity that succeeds to all or substantially all of the assets and
            liabilities of that assigning party. If an assignment or delegation
            is made by Overture according to Section 15.4 above, then the terms
            and conditions set forth in that Section 15.4, including but not
            limited to all applicable notice periods and remedies, will apply to
            that assignment or delegation. If an assignment or delegation is
            made by Yahoo in connection with the sale of all or substantially
            all of its assets and liabilities, and either (a) the assignee is an
            Overture Restricted Company; or (b) Overture reasonably determines
            that the assignee does not have sufficient capital or assets to
            perform its obligations under this Agreement, then Overture will be
            entitled to approve the assignment or to terminate this Agreement
            within 30 days after the date on which the assignee succeeds to all
            or substantially all of Yahoo's assets and liabilities. If Overture
            approves the assignment, then this Agreement will be binding upon
            and inure to the benefit of Yahoo's successor or assign.

      16.3  No Third Party Beneficiaries. All rights and obligations of each
            party hereunder are personal to that party. This Agreement is not
            intended to benefit, nor shall it be deemed to give rise to, any
            rights in any third party.


      16.4  Governing Law; Attorneys' Fees. This Agreement will be governed and
            construed, to the extent applicable, in accordance with United
            States law, and otherwise, in accordance with California law,
            without regard to conflict of law principles. In the event of any
            material breach by either party of any provision of this Agreement,
            the non-breaching party will be entitled to suspend its performance
            hereunder until the breach is cured. The prevailing party in any
            action arising hereunder will be entitled to recover reasonable
            expenses, including but not limited to attorneys' fees.

      16.5  Dispute Resolution.

            (a)   Escalation Events. If the parties cannot agree on disputes
                  arising from the determination of a reasonable royalty, the
                  calculation of Impressions, revisions to the Service Level
                  Agreement according to Section 4.3(b), or any other subsequent
                  dialogue provided for under this Agreement, then the dispute
                  will be subject to escalation (an "Escalation Event"). An
                  Escalation Event first will be discussed in good faith by the
                  parties at a mutually convenient location in an attempt to
                  resolve the Escalation Event amicably, in whole or in part. A
                  senior director or vice president of business development with
                  decision-making authority ("Senior Business People") will
                  participate in these discussions. If the Senior Business
                  People cannot resolve the Escalation Event within [*] days,
                  then each party will designate a senior executive with
                  decision-making authority ("Senior Executive") to meet and
                  confer in an effort to resolve the Escalation Event. If the
                  Senior Executives cannot resolve the Escalation Event within
                  [*] days, then the chief executive officers of the respective
                  parties ("CEO") will meet and confer in an effort to resolve
                  the Escalation Event. Any decisions and resolutions of the
                  Senior Business People, Senior Executives or CEOs will be
                  final and binding on the parties once reduced to writing and
                  signed by the parties. If the procedures outlined under this
                  Section 16.5(a) fail to resolve an Escalation Event, then the
                  parties hereby agree to submit the issue to binding
                  arbitration pursuant to Section 16.5(b), except as set forth
                  in Section 2.5(g) [?].

            (b)   Arbitration, Equitable Relief. All controversies, disputes,
                  differences or claims between the parties arising out of or
                  relating to this Agreement (each, a "Dispute"), including but
                  not limited to any unresolved Escalation Events and any
                  question concerning the existence, validity, termination,
                  interpretation, performance or enforcement of this Agreement,
                  will be finally and exclusively settled by binding arbitration
                  in accordance with the following:


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EXECUTION                                                           CONFIDENTIAL

                  (1)   Submission; Rules. Either party will be entitled to
                        submit a Dispute to JAMS for binding arbitration in San
                        Francisco, California or Los Angeles, California by
                        providing written notice to the other party and to JAMS.
                        Discovery will be conducted in accordance with Rules 26
                        through 36 and Rule 45 of the Federal Rules of Civil
                        Procedure.

                  (2)   Appointment of Panel. The parties will assemble a panel
                        of 3 arbitrators (the "Panel") as follows: Each party
                        will nominate one arbitrator, and those 2 arbitrators
                        will select a chairperson of the Panel. Each arbitrator
                        on the Panel must have at least 5 years senior
                        management or consulting experience in the on-line
                        services industry and must not have been employed by or
                        a supplier to either party during the preceding 2 years.

                  (3)   Timing. The parties will undertake commercially
                        reasonable efforts to conclude any arbitral proceedings
                        within 180 calendar days from the date on which the last
                        arbitrator accepts his or her appointment; provided,
                        however, that if the arbitral award is not issued within
                        such 180 calendar days, then the arbitration proceedings
                        will continue until an award is made.

                  (4)   Legal and Equitable Remedies. Neither party will be
                        entitled to file a legal action against the other party
                        until the arbitration is concluded, but nothing herein
                        prohibits a party from requesting temporary injunctive
                        relief from any court of competent jurisdiction. Either
                        party may at any time apply to a court of competent
                        jurisdiction for equitable relief.

                  (5)   Decision. Any decision or award of the Panel will be
                        based solely on the terms of this Agreement and the
                        facts and legal arguments presented at the hearing and
                        any documents presented in accordance with the discovery
                        rules. The Panel will issue a written decision that sets
                        forth its rationale in reasonable detail. Any award
                        rendered by the Panel may be enforced by any court of
                        competent jurisdiction. The Panel will have the
                        authority to award specific performance or an injunction
                        to the prevailing party, or to make an award of direct
                        damages, but will have no right to grant special,
                        punitive or exemplary damages, or indirect or
                        consequential damages unless such amounts are allowed
                        under this Agreement.

      16.6  Independent Contractors. The parties are independent contractors
            with respect to the subject matter of this Agreement. This Agreement
            will not be construed to create a joint venture or partnership
            between the parties. Neither party will be deemed to be an employee,
            agent, partner or legal representative of the other party for any
            purpose, and neither party will have any right, power or authority
            to create any obligation or responsibility on behalf of the other
            party.

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

      16.8  Compliance with Law. Each party will be responsible for compliance
            with all applicable laws, rules and regulations, if any, related to
            the performance of its obligations under this Agreement.

      16.9  Entire Agreement. This Agreement, including all exhibits attached
            hereto, constitutes the entire agreement between the parties with
            respect to the subject matter hereof and supersedes any prior or
            contemporaneous proposals, whether written or oral, with respect to
            the subject matter hereof. Any amendments to this Agreement must be
            in writing and executed by an officer of each party.


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EXECUTION                                                           CONFIDENTIAL

      16.10 Counterparts. This Agreement may be entered into by each party in
            separate counterparts, which will constitute one fully executed
            Agreement upon execution by both Yahoo and Overture.

      16.11 Severability. If any provision of this Agreement is held or made
            invalid or unenforceable for any reason, this Agreement will be
            construed as if that provision had never been contained herein, but
            considering the original intentions of the parties.

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

      16.13 Section Headings. The section headings contained herein are for
            reference purposes only and do not in any way affect the meaning or
            interpretation of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.

"Yahoo"                                           "OVERTURE"

YAHOO! INC., A DELAWARE CORPORATION               OVERTURE SERVICES, INC., A
                                                  DELAWARE CORPORATION



By: /s/ [Signature illegible]                     By: /s/ Todd Tappin
   ---------------------------                        ----------------------


Name:                                             Name:  Todd Tappin


Title:                                            Title: CFO


                                       38
<PAGE>
EXECUTION

                                    EXHIBIT A

                             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 value is the sum of the Internal
                Overture Response Time and the Network Response Time.

        (ii)    Availability. The percentage of the total properly formatted
                Yahoo Search Queries (as defined in the Agreement) for which
                Overture responds (either with a "no results delivered" response
                or a response in the form of properly formatted Overture
                Results, regardless of whether delivered within the Critical
                Threshold or not (i.e., Timeouts are irrelevant to the
                calculation of Availability to the extent that a response in the
                form set forth herein is ultimately delivered by Overture)).
                Load balancing must be in effect for the Availability terms to
                be applicable. Catastrophic Problem. A Problem that persists for
                a period of [*] or more during Peak Hours and [*] or more during
                Non-Peak Hours.

        (iii)   Implementation Change. A request by Yahoo to incorporate a new
                feature or enhance an existing feature of the Overture Services
                provided to Yahoo under the Agreement to which this SLA is
                attached as an Exhibit.

        (iv)    ICMP. An Internet Control Message Protocol used for, among other
                things, determining whether a particular computer is attached to
                the Internet and working properly.

        (v)     Internal Overture Response Time. The period of time beginning at
                the time of Overture's receipt of a Yahoo Search Query from
                Yahoo to completion of send by Overture, as measured by
                Overture's NOC.

        (vi)    Minor Problem. A cosmetic display issue which allows the major
                elements of Overture results to display, but causes textual
                irregularities (e.g., an umlaut not displaying properly). For
                clarity, [*].

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        (vii)   Network Response Time. The period of time required for an ICMP
                ping packet to complete a round trip cycle between Yahoo and
                Overture. Network Response Time will be measured from each
                party's data center to the other party's data center.

        (viii)  NOC. Network Operations Center.

        (ix)    Non-Peak Hours. Non-Peak Hours shall mean all hours outside of
                Peak Hours.

        (x)     Normal Maintenance. Ongoing scheduled maintenance.

        (xi)    Peak Hours. Peak Hours shall mean [*].

        (xii)   Problem. An error, bug, incompatibility or malfunction, which
                renders the Overture Results unavailable to or unuseable by
                Yahoo for [*] consecutive [*] or more. A "Problem" can include,
                but is not limited to, instances of [*], but does not include
                circumstances where Yahoo or Overture is not available to the
                Internet at large due to a force majeure event (as described in
                Section 16.7 of the Agreement to which this document is
                attached).

        (xiii)  Problem Resolution. A correction, patch, fix, alteration or
                Temporary Workaround that minimizes the effect of a Problem,
                Severe Problem, or Catastrophic Problem restoring the system to
                the levels set forth in this SLA within the response times set
                forth in this SLA.

        (xiv)   Results Set. A Results Set will consist of the number of
                Overture Results required to be displayed pursuant to the
                Agreement, or a "No Results Delivered" notification, if
                applicable, which Results Set is properly formatted in a
                mutually agreed XML format.

        (xv)    Severe Problem. A Problem that persists for a period of [*] or
                more during Peak Hours and [*] or more during Non-Peak Hours.

        (xvi)   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.

        (xvii)  Timeouts. A timeout refers to an action taken by Yahoo
                production servers when Overture Results are not received within
                the maximum Aggregate Response Time referred to as the "Critical
                Threshold" in Article IV, Section E below. This action will
                result in Overture Results not being displayed, but may or may
                not constitute an "Impression" under the Agreement.

        (xviii) TTL. Time-to-live settings that determine the time that the
                Overture entries remain in the Yahoo DNS cache.

        (xix)   Unresolved Catastrophic Problem. A Catastrophic Problem that
                does not have a Problem Resolution within a total period of [*]
                or more during Peak Hours ([*]) and [*] or more during Non-Peak
                Hours.

        (xx)    Yahoo Technical Lapse. A Yahoo Technical Lapse means a set of
                technical circumstances within Yahoo's reasonable control
                whereby (i) a properly formatted set of Overture Results are
                delivered to Yahoo in response to a properly formatted Yahoo
                Search Query within the Critical Threshold established in
                Article IV, Section E below, but are not displayed as a Yahoo
                Search Results Page or (ii) Yahoo is unable to receive a
                properly formatted set of Overture Results and does not transmit
                properly formatted Yahoo Search Queries to Overture.


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                                     Page 2


<PAGE>
        II.     CONTACT INFORMATION

A.      Contact Information.

        (i)     Overture Support Personnel.


        [*]

        (ii)    Yahoo Support Personnel.

        [*]

        B. Updates. Either party may change its designated support personnel at
its discretion with reasonable written notice to the other party. Each party's
preliminary contact personnel are as shown in Article II, Section A.

        III.    SUPPORT PROCEDURES

A.      Support Procedures.

        (i)     All Problems, Severe Problems, and Catastrophic 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, Severe Problem, and
                Catastrophic Problem will be given a unique reference number by
                the receiving party.

        (ii)    The responsible party shall inform the other party's technical
                support personnel of ongoing efforts to provide a Problem
                Resolution concerning Problems, Severe Problems, and
                Catastrophic Problems at least once per day, or more frequently
                if such is provided for in the Support Table until such Problem
                Resolution is complete.

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<PAGE>
        (iii)   In the event that there is a Minor Problem, Problem, Severe
                Problem or Catastrophic Problem during Non-Peak Hours, the
                reporting party shall contact the other party's NOC via customer
                support pager at the email pager address provided herein for
                such purpose.

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

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

D.      Indeterminate Responsibility. If the parties disagree which party bears
        responsibility for a Problem, Severe Problem, or Catastrophic 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 effect 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
RECEIPT OF NOTICE      REPORTED                RESPONSE TIME                    REPORTING OBLIGATIONS
-----------------      ---------------         -------------              ----------------------------------
<S>                    <C>                     <C>                      <C>
During business hours  Minor Problem           Initial response to      Responsible party will provide
or other times.                                request within [*]       notifications [*] per business day
                                               during business hours    until Problem Resolution.  All such
                                               and [*] after business   notifications will be to the other
                                               hours begins if          party's NOC.
                                               reported outside of
                                               business hours.


                                               Problem Resolution
                                               or plan for
                                               Problem Resolution by
                                               next business day.

During normal          Problem                 Initial response to      Responsible party will provide a
business hours (8:00                           request within [*]       proposed Problem Resolution.  If the
a.m. -- 6:00 p.m.                                                       Problem
</TABLE>

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<PAGE>

<TABLE>
<S>                    <C>                     <C>                      <C>

PST                                            [*].                     Resolution is not immediate, the
Monday-Friday)                                                          responsible party will provide
                                               Problem Resolution or    [*] on the first day of occurrence
                                               plan for Problem         and then daily updates. All such
                                               Resolution within [*].   notifications and updates will be
                                                                        sent to the other party's NOC.


During normal          Severe Problem          Initial response to      Responsible party will provide a
business hours (8:00                           request within [*].      proposed Problem Resolution to
a.m. -- 6:00 p.m. PST                                                   address the Severe Problem. If the
Monday-Friday)                                 Problem Resolution or    Problem Resolution is not immediate,
                                               plan for Problem         the responsible party will provide
                                               Resolution within [*].   notifications every [*] hours on the
                                                                        first day of occurrence and then
                                                                        daily updates thereafter.  All such
                                                                        notifications and updates will be to
                                                                        the other party's NOC.

During normal          Catastrophic Problem    Initial response to      Responsible party will provide a
business hours (8:00                           request within [*].      proposed Problem Resolution to
a.m. -- 6:00 p.m. PST                                                   address the Catastrophic Problem. A
Monday-Friday)                                 Problem Resolution or    Catastrophic Problem will result in
                                               plan for Problem         escalation to the Primary business
                                               Resolution within [*].   contact as identified in Article II
                                                                        above and as set forth in Section E
                                                                        below.  If the Problem Resolution is
                                                                        not immediate, the responsible party
                                                                        will provide notifications every [*]
                                                                        until resolved.  All such
                                                                        notifications and updates will be to
                                                                        the other party's NOC.

During all other       Problem                 Initial response to      Responsible party will provide a
times.                                         request within [*].      proposed Problem Resolution in
                                                                        response to the Problem or Severe
                                               Problem Resolution or    Problem.
                                               plan for Problem
                                               Resolution within [*]    If the Problem Resolution is not
                                               of next business day.    immediate, responsible party will
                                                                        provide [*] on the first business
                                                                        day after the occurrence and then
                                                                        daily updates thereafter. All such
                                                                        notifications and updates will be
                                                                        to the other party's NOC.

During all other times Severe Problem          Initial response to      Responsible party will provide a
                                               request within [*].      proposed Problem Resolution in
                                                                        response to the Problem or Severe
                                               Problem Resolution or    Problem.
                                               plan for Problem
                                               Resolution within [*].   If the Problem Resolution is not
                                                                        immediate, responsible party will
                                                                        provide notifications every [*]
                                                                        on the first business day after the
                                                                        occurrence and then daily updates
                                                                        thereafter All such notifications and
                                                                        updates will be to the other party's
                                                                        NOC.
</Table>

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<PAGE>
<TABLE>
<S>                    <C>                     <C>                      <C>
During normal          Catastrophic Problem    Initial response to      Responsible party will provide a
business hours (8:00                           request within [*].      proposed Problem Resolution to
a.m. -- 6:00 p.m. PST                                                   address the Catastrophic Problem. A
Monday-Friday)                                 Problem Resolution or    Catastrophic Problem will result in
                                               plan for Problem         escalation to the Primary business
                                               Resolution within        contact as identified in Article II
                                               [*].                     above and as set forth in Section E
                                                                        below.

                                                                        If the Problem Resolution is not
                                                                        immediate, the responsible party will
                                                                        provide notifications every [*] until
                                                                        resolved. All such notifications and
                                                                        updates will be to the other party's
                                                                        NOC.

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


        E.      Escalation Process.

        (i)     Each party hereby agrees to notify the other party's NOC within
                [*] of detecting any Problem, Severe Problem, or Catastrophic
                Problem and to notify the other party of a Minor Problem.


        (ii)    In the event that either party does not respond to the other
                party within the response time from receipt of communication or
                detection of a Minor Problem, Problem, Severe Problem, or
                Catastrophic Problem, then each party may contact any of the
                personnel outlined in the Contacts section, Article II.

        IV.     OPERATIONAL METRICS.

A.      Availability. Overture will maintain [*]% Availability as measured by
        [*] production query logs, verified by [*] with at least [*] intervals,
        reported [*]. In the event of discrepancies between these two sources,
        Yahoo and Overture will work together to determine root cause of such
        discrepancy. If Availability falls below [*]%, Problem Resolution would
        occur, and the Cure Period (i.e., the process under Article IV, Section
        G) would be in effect. Overture will provide to Yahoo reasonable
        technical specifications for redirecting traffic in case of temporary
        unavailability of an Overture search data center.

B.      Capacity. Overture will provide capacity based on Yahoo's current
        forecast of [*] Yahoo Search Queries per [*], supporting a peak rate of
        [*] (the "Peak Rate"), which is [*] that of the average per day Yahoo
        Search Query rate. The parties acknowledge that Yahoo's volume forecast
        and "Peak Rate" will increase during the Term. Overture will use
        commercially reasonable efforts provide increasing capacity to
        accommodate such growth in a timely fashion. [*]. Additionally, Overture
        will provide up to [*]% capacity beyond these levels if so requested by
        Yahoo, provided that Yahoo gives a minimum of [*] days prior written
        notice. Yahoo will notify Overture if Yahoo anticipates an increase of
        Yahoo Search Queries by more than [*]% in any calendar quarter. During
        the period of time that Overture is working to accommodate the
        additional capacity, the Availability, Response Times, and Timeouts will
        be


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<PAGE>


        renegotiated for the additional traffic. [*]. Finally, [*].
        Notwithstanding the previous sentence, if Yahoo delivers Yahoo Search
        Queries [*].

C.      Site monitoring. Overture will monitor the performance of its
        obligations under this Agreement using automated tools/utilities
        developed and/or configured by Overture, or contracted with external
        third parties, to validate the Availability of [*]% and response
        times. Additionally, Yahoo will perform a [*] test for compliance with
        operational metrics and will share such results with Overture on a [*]
        basis. If either party detects fault, the discovering party will respond
        as defined in Article III, "Support Procedures."

D.      Response Times. Overture will comply with the following operational
        metrics:

      [ ] INTERNAL OVERTURE RESPONSE TIME shall [*].

      [ ] AGGREGATE RESPONSE TIME shall [*]. In the event of discrepancies
          between these two sources, Yahoo and Overture will work together to
          determine root cause of such discrepancy.

      [ ] RESPONSE TIME ENHANCEMENT. The parties mutually agree that they
          will employ reasonable efforts to provide an Average Aggregate
          Response Time that is lower than the stated number in this SLA.
          Specifically, the parties will engage in good faith efforts to develop
          co-location infrastructure to support enhanced operational metrics.
          Upon the mutually acceptable completion of such co-location efforts,
          the parties agree to amend this SLA to improve the operation metrics
          set forth in this Section IV.

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

F.      Problems and Critical Threshold. If there is a Severe Problem or
        Catastrophic Problem, Yahoo may, at its discretion, lower the Critical
        Threshold until a Problem Resolution is completed. Additionally, if
        Severe Problem or Catastrophic Problem results in no results being
        returned to Yahoo within any threshold, Yahoo may, at its discretion,
        disable the Overture results until a Problem Resolution is completed.

G.      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 shall identify and communicate a Problem
        Resolution or plan and shall comply with the support table set forth in
        Article IV. The responsible party shall use commercially reasonable
        efforts to implement a Problem Resolution as soon as possible and in any
        event, within 8 business days, and to implement Problem Resolution for
        Minor Problems as soon as possible and, in any event, within 21 days. If
        the responsible party cannot implement a Problem Resolution for the
        Problem or Severe Problem within 8 business days, the other party may
        deem such failure an Escalation Event pursuant to Section 16.5(a) of the
        Agreement. Overture's failure to comply with the operational metrics set
        forth in Article IV, Sections A or D will be deemed a Problem and will
        be subject to this Section G of Article IV.


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

I.      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.

J.      Monitoring Servers. In addition to the Yahoo's servers monitoring
        Aggregate Response Times, Overture may at its option place a monitoring
        server (or servers, one for each site) proximal to the Yahoo production
        network to aid in the resolution of connectivity and Network Response
        problems. Yahoo may place a monitoring server (or servers, one for each
        site) proximal to the Overture production network, also to aid in the
        resolution of connectivity and Network Response problems.

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

* 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.

                                                                    Confidential


                                     Page 8
<PAGE>

EXECUTION                                                           CONFIDENTIAL

                                    EXHIBIT B

                               YAHOO SEARCH BOXES


                         [Graphic of Yahoo Search Box]

<PAGE>

EXECUTION                                                           CONFIDENTIAL

                                    EXHIBIT C

                           YAHOO SEARCH RESULTS PAGES


      [Graphic depicts example of "mouse over" Overture search result and
                corresponding text box with result description]


[Graphic depicts search results page on Yahoo network, including implementation
                  and presentation of Overture search results]
<PAGE>
EXECUTION                                                           CONFIDENTIAL

                                    EXHIBIT D

         YAHOO! AND OVERTURE EXTEND PAY-FOR-PERFORMANCE SEARCH AGREEMENT

OVERTURE CONTINUES TO POWER SUCCESSFUL YAHOO! SPONSOR MATCHES PROGRAM

SUNNYVALE & PASADENA, Calif. --(BUSINESS WIRE)-- April 25, 2002 -- Yahoo! Inc.
(Nasdaq:YHOO - news), a leading global Internet company, and Overture Services,
Inc. (Nasdaq:OVER - news), the world's leading provider of Pay-For-Performance
search to Web sites across the Internet, today announced that they have extended
their relationship to a three-year agreement to distribute Overture's search
listings through Yahoo! Sponsor Matches.

Under the agreement, Overture will continue to provide Yahoo! with its
editorially reviewed Pay-For Performance search results from its growing base of
60,000 advertisers. This agreement is a renewal of a relationship that began in
November 2001. The terms of the agreement were not disclosed.

"We will continue to leverage our strength as the leading search platform and
are extremely pleased to be working with an industry leader like Overture," said
Terry Semel, chairman and chief executive officer, Yahoo! Inc. "Search and paid
listings are key growth areas for Yahoo! and with the strong success of Sponsor
Matches since its launch in November, we are looking forward to providing even
more comprehensive and enhanced search opportunities for advertisers and
consumers."

Yahoo! Sponsor Matches is an enhanced placement program that gives Web sites
increased visibility in Yahoo!'s search results, distinguished in clearly
demarcated sections. Since its inception, the Yahoo! Sponsor Matches program has
shown strong performance and experienced click-through rates considerably higher
than the industry average. Businesses are able to reach their targeted consumers
more effectively through enhanced placement in search results on keywords that
are relevant to their business and consumers are able to find services that are
relevant to their needs.

"We are excited to announce this long-term partnership with one of the most
popular destination sites on the Internet," said Ted Meisel, president and chief
executive officer, Overture Services, Inc. "It is clear that Yahoo! views search
as a strategic priority and we look forward to developing new search products
with them in the future."

Overture's search results are generated by Overture's 60,000 advertisers who bid
for placement on keywords that are relevant to their businesses. These listings
are carefully screened by Overture's 100-person editorial team before being
distributed to the company's affiliate partner network, which includes many of
the Internet's most popular destination sites.

About Yahoo!
Yahoo! Inc. is a leading provider of comprehensive online products and services
to consumers and businesses worldwide. Yahoo! reaches more than 237 million
individuals worldwide each month, and is the No. 1 Internet brand globally.
Headquartered in Sunnyvale, Calif., Yahoo!'s global network includes 25 World
properties and is available in 13 languages.

About Overture (formerly GoTo)
Overture, (Nasdaq: OVER - news), formerly known as GoTo, is the leader in
Pay-For-Performance search on the Internet. The company created the market for
Pay-For-Performance search by redefining how businesses market online. In the
first quarter of 2002, Overture facilitated more than 587 million paid
introductions on a worldwide basis between consumers and its approximately
60,000 advertisers, who bid for placement on relevant search results and pay
Overture only when a consumer clicks on their listing. Following a rigorous
screening for user relevance by Overture's 100-person editorial team, the
company distributes its search results to tens of thousands of sites across the
Internet, including America Online, Microsoft and Yahoo! - making it the largest
Pay-For-Performance search and advertising network on the Internet. Overture is
based in Pasadena, California, with offices in New York, San Francisco and the
UK, Germany and Ireland. For more information, visit www.overture.com.


<PAGE>
Yahoo! and the Yahoo! logo are registered trademarks of Yahoo! Inc. Overture and
Pay-For-Performance are service marks of Overture Services Inc. All other names
are trademarks, registered trademarks or service marks of their respective
owners.

This press release contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements include without
limitation statements regarding Yahoo!'s users will continue to use Overture
search results, that advertisers and businesses will want to participate in
Sponsored Matches by seeking enhanced placement in the search results, that
businesses will be able to reach customers more effectively through enhanced
placement in search results, that the companies will develop new search
products. These forward-looking statements are subject to risks and
uncertainties that could cause actual results and events to differ materially.
These risks and uncertainties include, among others that the implementation may
not be successful or generate revenue for Overture or yield economic benefits to
Overture, that the development of new search products may not happen and if it
does happen that it will be successful or generate revenue for Overture or yield
economic benefits to Overture, the risk that Overture's advertisers and
businesses may not want traffic from Yahoo! and the risk that Yahoo!'s users may
not want to use the Sponsor Matches product. For a discussion of other risks
that could cause actual results or events to differ materially from such
forward-looking statements, see the discussion of "Risks That Could Affect Our
Financial Condition and Results of Operations" in Overture's 10-K filing with
the SEC for the period ended December 31, 2001. Overture undertakes no
obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of this press release.

--------------------------------------
Contact:

     Overture Services, Inc.
     Al Duncan, 626/685-5714 (Media)
      al@overture.com
     Jim Olson, 626/229-5242
      jim.olson@overture.com
     Laurie Berman, 626/229-5368 (Investors)
      laurie.berman@overture.com
        or
     Yahoo!
     Diana Lee, 408/349-6501
      dianalee@yahoo-inc.com
        or
     Fleishman Hillard PR
     Nicole Waddell, 503/221-2368
      waddelln@fleishman.com


<PAGE>

EXECUTION                                                           CONFIDENTIAL

                                    EXHIBIT E

                                      [*]

[*]


* 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.

<PAGE>
EXECUTION                                                           CONFIDENTIAL

                                    EXHIBIT F

                                OVERTURE REPORTS

MAIN MONTHLY REPORTS:

      -     Yahoo average CPC

      -     Published site wide CPC (delivered in the report following
            Overture's quarterly announcement of this number)

      -     Yahoo Search Queries asked of Overture (number)

      -     Total Actual Clicks delivered from Yahoo (number)

      [*]

SOURCE OF QUERY REPORTS:

For each unique source of Yahoo Search Queries (e.g., "next" Yahoo Search
Results Pages) that Yahoo "tags" pursuant to Section 8.4(a), Overture will
provide the following reports:

      -     Average CPC for that source

      -     Yahoo Search Queries asked of Overture from each source (number)

      -     Total Actual Clicks delivered from Yahoo from each source (number)

      [*]

      -     Total Gross revenue earned by Yahoo from each source

      -     All of the above in a cumulative manner annually and over the Term
            (totals/averages across the term, as distinct from the applicable
            Quarter)

* 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.

                                       1
<PAGE>

EXECUTION                                                           CONFIDENTIAL

                                    EXHIBIT G

                                 EXCLUDED TERMS



[*]

* 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.
<PAGE>

EXECUTION                                                           CONFIDENTIAL

                                   EXHIBIT H

                          OVERTURE RESTRICTED COMPANIES

[*]

* 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.
<PAGE>
EXECUTION                                                           CONFIDENTIAL

                                   EXHIBIT I

Subject: Overture Signs Long-Term Yahoo! Agreement

Dear Overture Advertiser:

Overture is excited to announce the renewal of our Pay-for-Performance(TM)
search agreement with Yahoo! for the next three years. We are pleased to have
secured long-term agreements with two of the most popular destinations on the
Internet -- Yahoo! and MSN. These agreements give Overture advertisers an
opportunity to reach a majority of all active Internet users.

Overture search results will continue to appear on Yahoo at www.yahoo.com. As
the leading provider of comprehensive online products and services, Yahoo!
reaches millions of users and is the number one Internet brand globally.

Earlier today we announced that our U.S. search distribution relationship with
America Online has ended, including AOL, AOL.com, Compuserve and Netscape
(scheduled to end in August). Overture will continue to provide its search
results to AOL Europe's Internet properties in the UK, Germany and France.

The strength of our affiliate network, which includes, Yahoo!, MSN, AltaVista,
Lycos, Infospace, AskJeeves, and CNET, allows Overture to deliver the quality
and quantity of leads you've come to expect from us.

We are committed to your success and look forward to continuing to deliver the
highest return on your advertising investment.

Sincerely,
<PAGE>

EXECUTION                                                           CONFIDENTIAL

                                    EXHIBIT J

                         OVERTURE DISQUALIFIED ENTITIES

[*]

* 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.
<PAGE>

EXECUTION                                                           CONFIDENTIAL

                                    EXHIBIT K

     ESTIMATED YAHOO PAYMENT AND GUARANTEED FIXED PAYMENT ADJUSTMENT PROCESS

[*]

* 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.


<PAGE>
EXECUTION                                                           CONFIDENTIAL

                                  EXHIBIT 8.4

YAHOO REPORTING:
Yahoo will provide monthly Yahoo Search Query reports that include the following
categories of information:

      [*]

YAHOO SEARCH QUERY, IMPRESSION AND `BOT TRAFFIC VERIFICATION INFORMATION:

Yahoo will provide Overture with the following information in a data field at
the time-of-search to enable Overture to develop its own reasonable estimates of
searches performed by `bots as a percentage of Yahoo Search Queries and
Impressions:

      [*]

Yahoo will be entitled to encrypt such information so long as the encryption
algorithm is consistent (allowing Overture to verify valid searches performed by
human users in a consistent manner that is time-independent). Accordingly, Yahoo
will provide Overture with six weeks notice prior to a change in the encryption
data, which preserves the utility of the data for the purpose of verifying valid
Impressions and Search Queries.


* 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.


                                       1