<PAGE>
EXECUTION VERSION                                                   EXHIBIT 10.1


                                AMENDMENT NO. 2
              Effective Date of Amendment No. 2: September 1, 2002

This AMENDMENT NO. 2 ("Amendment No. 2") to that certain MSN Search Agreement
dated effective as of December 19, 2001, as amended by that certain Amendment
No. 1 effective as of March 17, 2002 (as amended the "Agreement") is made by and
among OVERTURE SERVICES, INC., A DELAWARE CORPORATION ("COMPANY"), OVERTURE
SEARCH SERVICES (IRELAND) LIMITED, AND MICROSOFT CORPORATION, A WASHINGTON
CORPORATION ("Microsoft").

                                    RECITALS

The parties desire to amend the Agreement on the terms and conditions provided
herein; and

The parties desire to amend the Agreement to add the MSN Search Site in France
to the Agreement.

The parties hereby agree as follows:

                                    AMENDMENT


1.      Section 1.19 will be deleted in its entirety and replaced with the
        following:

        1.19   "Main Period Term" means the thirty-four (34) month period
               commencing on the Effective Date and expiring December 31, 2004.

2.      Section 1.20 will be deleted in its entirety and replaced with the
        following:

        1.20   "Minimum Queries" means [*] Queries rendering to the URL
               http://search.msn.com and [*] Queries rendering to the URL
               http://www.search.msn.fr.

3.      Section 1.23 will be modified as follows (amendments in italics):

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

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

                              Canada   http://www.msn.ca (English speaking)

               Non-North      UK       http://www.msn.co.uk
               America

                              Germany  http://www.msn.de

                              France   http://www.msn.fr
</TABLE>

4.      Section 1.25 will be modified as follows (amendments in italics):

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



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               reasonably updated by Microsoft with successor URLs during the
               Term.

<TABLE>
<CAPTION>
               Region         Market   URL(s)
               -------------  -------  -----------------------------------------
<S>                           <C>      <C>
               North          US       http://search.msn.com (English speaking)
               America                 http://busqueda.yupimsn.com/ (Spanish
                                       speaking)

                              Canada   http://search.msn.ca (English Speaking)

               Non-North      UK       http://search.msn.co.uk
               America

                              Germany  http://search.msn.de

                              France   http://search.msn.fr
</TABLE>

5.      A new Section 1.44 will be added as follows:

        1.44   "Guaranteed Payments for MSN France" means [*] as set forth in
               Section 3.

6.      A new Section 2.5.4 will be added as follows:

        2.5.4 France. The Selected Terms list for Queries rendering to the URL
              http://search.msn.fr will be agreed upon in writing.

7.      Section 2.13 will be modified as follows (amendments in italics):

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

8.      Section 2.3 will be modified as follows (amendments in italics):

        2.3    Successor Functionality to MSN Search on the MSN Home Page. If
               Microsoft uses another entity within Microsoft as a provider of
               Internet Search other than MSN Search for the MSN Home Page,
               Microsoft will employ commercially reasonable efforts to ensure
               that its obligations pursuant to this Agreement are fulfilled.
               For the avoidance of doubt, the parties intend this Section 2.3
               to allow Microsoft to remove MSN as the provider of Internet
               Search from the MSN Home Page. The parties do not intend this
               section to relieve Microsoft of its obligations under this
               Agreement or to allow Microsoft to terminate or renegotiate this
               Agreement. Although Microsoft may remove Internet Search from the
               MSN Home Page under this Section 2.3, this Section has no effect
               on Microsoft's obligations pursuant to Sections 2.1 and 2.9.

9.      Section 3.2 will be deleted in its entirety and replaced with the
        following:

        3.2  Payment

             3.2.1    Main Period Payment. North America. During the Main Period
                      Term, Company will pay to Microsoft per month the greater
                      of: (i) the Guaranteed Payment, and (ii) the Revenue Share
                      Payment according to the [*] in Table 1 below if the
                      following [*] conditions are met: [*]. If any of the above
                      [*] conditions are not met, Company will pay Microsoft a
                      Revenue Share Payment as outlined in Table 1. The Revenue
                      Share Payment for the MSN Search Sites in North America
                      will be determined by multiplying each MSN



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                      Search Site's monthly Gross Revenue by the appropriate
                      percentage from Table 1's Column [*].

                   Table 1: [*]

                      [*]

                      For the avoidance of doubt, [*].

             3.2.2    Main Period Payment, Non-North America. If the aggregate
                      Gross Revenue from all Non-North American Search Sites
                      exceeds [*], the Revenue Share Payment for the MSN Search
                      Site outside North America (except any MSN Search Site in
                      a Guaranteed Phase as outlined in Section 3.2.3) will be
                      determined by multiplying each MSN Search Site's monthly
                      Gross Revenue by the appropriate percentage from Table 1's
                      Column [*]. If the aggregate Gross Revenue from all
                      Non-North American Search Sites is below [*], the Revenue
                      Share Payment for the MSN Search Site outside North
                      America (except any MSN Search Site in a Guaranteed
                      Payment Phase as outlined in Section 3.2.3 ) will be
                      determined by multiplying each MSN Search Site's monthly
                      Gross Revenue by the appropriate percentage from Table 1's
                      Column [*], up to a maximum Gross Revenue share percentage
                      of [*]%.



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             3.2.3    Guaranteed. Phase: France. For the nine-month period
                      beginning September 2002 and ending May 2003 (the
                      "Guaranteed Phase for MSN France"), Company will pay to
                      Microsoft the monthly guaranteed payments in Table 2. If
                      Microsoft fails to deliver [*] Queries rendering to the
                      URL http://www.search.msn.fr ("Guaranteed Queries in
                      France") before June 1, 2003, then the Guaranteed Payment
                      Phase for MSN France will extend until all Guaranteed
                      Queries in France are delivered (the "Guaranteed Phase
                      Extension for MSN France"). During the Guaranteed Phase
                      Extension for MSN France France, Company will not be
                      required to make any payments to Microsoft. Once the
                      Guaranteed Phase for MSN France has concluded, then
                      Company shall pay Microsoft pursuant to Section 3.2.2 for
                      Gross Revenue derived from the France Search Site.

                                                 Table 2
                         Guaranteed Payment for the MSN Search Site in France

<TABLE>
<CAPTION>
                                                              Guaranteed
                             Month          Period        Payment (in Euros)
                           ---------  ------------------  ------------------
<S>                                   <C>                 <C>
                               1        September 2002           [*]

                               2         October 2002            [*]

                               3         November 2002           [*]

                               4         December 2002           [*]

                               5         January 2003            [*]

                               6         February 2003           [*]

                               7          March 2003             [*]

                               8          April 2003             [*]

                               9           May 2003              [*]
</TABLE>


             3.2.4    Company will make all payments due to Microsoft per
                      Section 3.2.1 and 3.2.2 in U.S. Dollars, or other currency
                      as mutually agreed by the parties within forty-five (45)
                      days after the end of each calendar month. All payments
                      will be accompanied by a statement showing in reasonable
                      detail the basis for the payment(s). Company and Microsoft
                      will mutually agree on whether Company will make a single
                      payment for all amounts due hereunder or separate payments
                      for individual markets. The parties have agreed to make
                      payments in Euros for payments relating to the German and
                      France Search Sites and in British Pounds for payments
                      relating to the UK Search Site.

             3.2.5    Make-Good Period. If Microsoft fails to deliver [*]
                      Queries rendering to the URL http://search.msn.com by the
                      end of the Main Period Term, then Microsoft will display
                      Company Search Results on the English-speaking MSN Search
                      Site until all such Queries are delivered (the "Make-Good
                      Period"). For the avoidance of doubt, during the Make-Good
                      Period, Company will not be required to make any
                      additional Guaranteed Payments, but Company will continue
                      to make Revenue Share Payments.

             3.2.6    Cost-Recovery Fee. Company will pay Microsoft [*] for
                      program management, development and testing service to
                      expand Queries or meet other goal(s) as determined by
                      Microsoft in its sole discretion. Microsoft will invoice
                      Company for this cost-recovery fee via one or more
                      invoices, which invoice(s) will be payable by Company to
                      Microsoft thirty (30) days after Company's receipt of each
                      invoice.



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             3.2.7    Up-Front Fees. Company will pay Microsoft prior to [*] the
                      non-refundable up-front fees below for services between
                      September 1, 2002 to June 30, 2003.

                      a.     MSN Search Site in the U.S. For the MSN Search
                             Sites in the U.S., Company will pay Microsoft a
                             non-refundable fee of [*].

                      b.     MSN Search Site in Canada. For the MSN Search Site
                             in Canada, Company will pay Microsoft a
                             non-refundable fee of [*].

                      c.     MSN Search Site in the U.K. For the MSN Search Site
                             in the U.K., Company will pay Microsoft a
                             non-refundable fee of [*].

                      d.     MSN Search Site in Germany. For the MSN Search Site
                             in Germany, Company will pay Microsoft a
                             non-refundable fee of [*].


10.     Section 3.3 will be amended by adding the following sentence at the end
        of the paragraph:

        "Beginning with the investor-relations call scheduled for July 2002,
        Company will provide to Microsoft a written transcript of Company's
        investor-relations conference calls within a reasonable period of time
        after each call not to exceed thirty (30) days."

11.     Section 7.1 will be modified as follows (amendments in italics):

        7.1    Term. This Agreement commences on the Effective Date and
               automatically extends into the Main Period Term unless on or
               before February 15, 2002, one party notifies the other that it
               does not wish to extend. If such notice is given, this Agreement
               will expire on February 28, 2002. If no such notice is given, the
               Main Period Term will commence March 1, 2002 and continue through
               December 31, 2004. However, if Microsoft has not delivered all of
               the Minimum Queries by the conclusion of the Main Period Term,
               Microsoft will continue its display of Company Search Results on
               the appropriate MSN Search Site during the Make-Good Period in
               accordance with this Agreement until the under-delivered Queries
               are provided, and Company will continue to pay Microsoft
               according to Section 3.2, except as set forth therein.

12.     Section 7.2 will be deleted in its entirety and will be replaced with
        the following:

        7.2    Microsoft Extension Right. Microsoft may -- at its sole
               discretion and in writing -- opt to extend the Main Period Term
               for two additional two-year periods. The first option to extend
               ("First Extension") allows Microsoft to extend the Main Period
               Term for a period commencing on January 1, 2005 and continuing
               until December 31, 2006, provided Microsoft notifies Company in
               writing on or before September 30, 2004 of its intention to enter
               into the First Extension. The second option to extend ("Second
               Extension") allows Microsoft to extend the Main Period Term for a
               period commencing on January 1, 2007 and continuing until
               December 31, 2008, provided Microsoft notifies Company in writing
               on or before September 30, 2006 of its intention to enter into
               the Second Extension. In order for Microsoft to exercise the
               Second Extension, Microsoft must have exercised the First
               Extension. If Microsoft elects to extend the Main Period Term
               according to this Section 7.2, the percentage of revenue Company
               pays to Microsoft will be determined by Section 3.2.1 and 3.2.2.



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13.     In Exhibit A, Section C, the last two sentences of the third paragraph
        shall be deleted.

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

This Amendment No. 2 amends, modifies and supersedes to the extent of any
inconsistencies, the provisions of the Agreement. Except as expressly amended by
this Amendment No. 2, the Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the
Amendment No. 2 Effective Date set forth above. All signed copies of this
Amendment No. 2 are deemed originals. This Amendment No. 2 does not constitute
an offer by either party. This Amendment No. 2 is effective upon execution on
behalf of Company and Microsoft by their duly authorized representatives.


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

By /s/ JOHN KRASS                         /s/ TED MEISEL
   -----------------------------------    --------------------------------------
(Sign)                                    (Sign)
John Krass                                Ted Meisel
--------------------------------------    --------------------------------------
Name(Print)                               Name(Print)
PUM                                       CEO
--------------------------------------    --------------------------------------
Title                                     Title



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

OVERTURE SEARCH SERVICES (IRELAND) LIMITED


By /s/ JOHANNES LARCHER
   -----------------------------------
(Sign)
Johannes Larcher
--------------------------------------
Name(Print)
Director
--------------------------------------
Title





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