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                                                                    Exhibit 10.2

                             GOTO-IN-A-BOX AGREEMENT

This GoTo-in-a-Box Agreement (the "Agreement") is entered into and effective as
of April 15, 2001, by and between MICROSOFT CORPORATION, a Washington
corporation, located at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and
GOTO.COM, INC., a Delaware corporation located at 74 N. Pasadena Avenue, Third
Floor, Pasadena, CA 91103 ("Company").

RECITALS

Company owns and makes available to Internet users a search service enabling Web
users to conduct searches to locate information on the Internet.

Microsoft wishes to provide its end-users of the MSN Search Pane the ability to
access Company's Search Service in accordance with the terms and conditions of
this Agreement.

AGREEMENT

1.      DEFINITIONS

1.1     "Baseline Click Through Rate" means the greater of (i) [*] and (ii) [*]
        of the Trial Period Click Through Rate. Both parties shall mutually
        determine and confirm in writing the Baseline Click Through Rate anytime
        before the entering into the GTIAB Term. If the parties agree to enter
        into the Enhanced Placement as set forth in Exhibit A Section C (or as
        otherwise agreed between the parties), the Baseline Click Through Rate
        shall be adjusted to [*].

1.2     "Click Through" means an end-user action associated with clicking on
        Company Search Results on the MSN Search Pane.

1.3     "Click Through Rate" means the percentage of Queries that end-users
        click on Company Search Results, measured over a [*] period.

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

1.5     "Effective Date" means April 15, 2001.

1.6     "GoTo-in-a-Box (GTIAB) Term" means the twelve (12) month period
        commencing upon July 1, 2001, following the completion of the Trial
        Period Term, during which Microsoft will provide [*] Queries
        ("Guaranteed Queries"). If Microsoft does not deliver all of the Trial
        Period Guaranteed Queries during the Trial Period, and if the parties
        choose to commence the GTIAB Term, then the under-delivered Trial Period
        Guaranteed Queries will be added to the Guaranteed Queries.

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

1.8     "IE 4.x or 5.x" means the United States versions of Microsoft Internet
        Explorer version 4.0 or 5.0 as applicable and any subsequent updates to
        such versions, and any other version (and update thereto) of Microsoft
        Internet Explorer released during the Term that offers any MSN Search
        Pane (except for versions that offer Search Services that are
        exclusively provided by and branded by other third

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        parties).

1.9     "Impression" means an end-user visible exposure of the MSN Search Pane.

1.10    "Look and Feel" means the general appearance and operation of the MSN
        Search Pane.

1.11    "MSN Search Pane" means an MSN-branded Search Pane that all Search Pane
        users use except those who were assigned to an alternative search
        provider or chose an alternative search provider. The MSN Search Pane
        exhibits functionality exclusively determined by MSN as is shown in
        Exhibit A.

1.12    "Paid Search Results" mean Company Search Results paid for by Company's
        advertisers.

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

1.14    "Restricted Terms" mean terms related to adult content for which Company
        will not return Company Search Results.

1.15    "Query" means an end-user action associated with clicking on a space
        provided for submitting a search on the MSN Search Pane. The end-user
        action may be preceded by the insertion of text into a space provided
        for such a purpose. For the avoidance of doubt, searches performed by a
        bot, macro program, Internet agent or other automated means are not
        associated with an end-user action and therefore do not constitute a
        Query.

1.16    "Search Button" means the button featured as part of IE 4.x or 5.x that
        is accessible to end-users and is labeled "Search" (or similar term) or
        such other successor features implemented by Microsoft which provide a
        similar function.

1.17    "Search Pane" means the section within the Web page that is delivered to
        end-users when they click the Search Button contained within IE 4.x and
        5.x. The Search Pane contains all its elements within a vertical
        rectangle 200 pixels wide by 430 pixels tall (the default size of the
        IE4 and IE 5 Panes). The Pane is a very small space, and is intended to
        be as functional as possible.

1.18    "Search Service" means a service that performs searches of a database of
        URLs and/or the Internet based on requests submitted over the Internet.

1.19    "Term" means the period during which Microsoft will deliver Queries to
        Company, commencing on the Effective Date and continuing through (i) the
        Trial Period Term or (ii) the GTIAB Term if the parties mutually agree
        to extend as set forth in Section 2.3, unless earlier terminated or
        extended as provided in this Agreement.

1.20    "Trademarks" means Company's Search Service logos as set forth on
        Exhibit C and the Company trade names that are owned by or licensed to
        Company and provided by Company to Microsoft under this Agreement.

1.21    "Trial Period Click Through Rate" means the percentage of Queries that
        end-users click on Company Search Results over the Trial Period Term.

1.22    "Trial Period Term" means the initial period commencing upon the
        Effective Date and ending June 30, 2001, during which time Microsoft
        will provide [*] Queries ("Trial Period Guaranteed Queries").

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2.      OBLIGATIONS

2.1     Provided that Company satisfies its obligations as set forth in this
        Agreement and the Exhibits attached hereto, Microsoft will place the
        Company's Search Service within the MSN Search Pane in accordance with
        the specifications set forth in Exhibit A: Company Search Service
        Placement Specifications, and Exhibit B: Service Level Agreement.
        Microsoft will ensure that all Queries initiated by end-users in the MSN
        Search Pane during the Term will be made available to Company to enable
        Company to return Company Search Results, subject to Company meeting its
        performance and related obligations under Exhibit B. In no event will
        Microsoft be obligated to make available to Company Queries that consist
        of Restricted Terms.

2.2     Company hereby grants to Microsoft non-exclusive, non-transferable,
        limited, royalty free, worldwide limited rights to use and display the
        Trademarks in the Company Search Results section of the MSN Search Pane
        (see Exhibit A for a screen shot of MSN Search Pane) solely in
        connection with the display of Company Search Results, subject to
        Company Trademark Guidelines set forth in Exhibit C.

2.3     GTIAB Term. This Agreement will be automatically extended into the GTIAB
        Term unless on or before June 15, 2001, one party notifies the other
        that it does not wish to so extend, in which case this Agreement will
        expire on the later of (i) June 30, 2001 or (ii) when Microsoft has
        delivered all of the Trial Period Guaranteed Queries.

2.4     Company understands that the MSN Search Pane is not the only branded
        Search Pane; however, Microsoft will ensure that any reallocation of
        traffic among various Search Pane providers will not intentionally
        jeopardize Company's receipt of all of the Guaranteed Queries during
        GTIAB Term.

3.      PAYMENTS, REPORTING, AND AUDITS

3.1     For the Trial Period Term, Company will pay to Microsoft the greater of
        (i) [*] and (ii) [*] percent ([*]%) of Gross Revenue during the Trial
        Period Term. Company will pay to Microsoft the [*] in a lump sum on or
        before forty-five (45) days after the Effective Date. At the end of the
        Trial Period Term, a reconciliation will take place, and if [*] is less
        than [*] percent ([*]%) of Gross Revenue, Company will pay Microsoft the
        difference within forty-five (45) days after the end of the Trial Period
        Term. If Microsoft fails to deliver the guaranteed Queries within the
        Trial Period Term, then (i) if the parties do not extend their
        relationship into the GTIAB Term, Microsoft will continue to provide
        Company placement on the MSN Search Pane -- at no additional cost to
        Company -- until the Trial Period Guaranteed Queries are delivered; and
        (ii) if the parties do extend their relationship into the GTIAB Term,
        the undelivered Trial Period Guaranteed Queries will be added to the
        Guaranteed Queries.

3.2     For the GTIAB Term, Company will pay to Microsoft the greater of (i) [*]
        ("Fixed Payment") and (ii) [*] percent ([*]%) of Gross Revenue during
        the GTIAB Term ("Revenue Share Payment"). Company will pay to Microsoft
        the [*] in monthly installments of [*]. Each monthly installment will be
        due on the thirtieth (30th) day of each calendar month (or if the
        thirtieth day falls on a non-business day, the first business day
        thereafter). At the end of each calendar quarter during the GTIAB Term,
        Company will pay to Microsoft within forty-five (45) days an amount
        equal to (a) [*]% of total Gross Revenue to date minus (b) [*] minus (c)
        the [*]. If Microsoft fails to deliver the Guaranteed Queries by the end
        of the GTIAB Term, Microsoft will continue to provide Company placement
        on the MSN Search Pane until the Guaranteed Queries are delivered.
        During such extension period, Company will not be required to make any
        additional Fixed Payments but Company will continue to be required to
        make Revenue


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        Share Payments to the extent that [*]% of Gross Revenue exceeds [*]. If
        Microsoft and Company agree to Enhanced Placement as set forth in
        Section C of Exhibit A, then the figures in this Section 3.2 will be
        adjusted accordingly.

3.3     Reporting. On a monthly basis during the Term, Company shall report to
        Microsoft the number of Queries, the number of Click Throughs, and the
        Gross Revenue generated by GTIAB end-users. Such reporting shall be
        completed for each such month during the Term no later than [*] days
        following the end of the month.

3.4     All payments and reports pursuant to this Agreement shall be sent to
        Microsoft at:

                         [*]


3.5     Audit. Microsoft reserves the right to review at any time Company's
        records related to the amount of payment under this Agreement. Such
        review must be through an independent nationally recognized certified
        public accounting firm reasonably acceptable to both parties, which firm
        shall sign Company's reasonable Non-Disclosure Agreement, and occur
        during business hours upon at least five (5) business days' notice. Such
        audit shall be conducted in accordance with generally accepted auditing
        standards. Any such audit may occur a maximum of once per year (unless
        an audit reveals an underpayment as set forth below), and will be at
        Microsoft's expense, unless the audit concludes an underpayment of [*]
        percent ([*]%) or more has occurred. In the case of underpayment by [*]
        percent ([*]%) or more, Company will (i) both pay for the underpayment
        and reimburse Microsoft for the cost of the audit, and (ii) Microsoft
        will have the right to conduct a second audit.

4.      NON-EXCLUSIVITY; CONFIDENTIALITY; PRESS RELEASES

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

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

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



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

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

4.5     The parties anticipate issuing a joint press release, or separate press
        releases, regarding this Agreement. Neither party may issue a press
        release or make a public announcement(s) relating to either this
        Agreement or the relationship established by this Agreement without the
        express prior written consent of the other party, which consent will not
        be unreasonably withheld or delayed. If an objection to such a press
        release or public announcement(s) is not received within five (5)
        business days after notice of one party to the other, consent will be
        deemed granted. There will be no press release or public announcement
        relating to this Agreement during the Trial Period Term.

4.6     During the Term, should Microsoft need to respond to public criticism
        relating to this Agreement or any actions under this Agreement,
        Microsoft will be the sole respondent. However Microsoft shall not make
        any statements relating to the Agreement without first receiving written
        approval from Company, which consent shall not be unreasonably withheld.
        If Company does not provide written comments to Microsoft with [*] of
        receipt of a request from Microsoft, approval from Company shall be
        deemed granted.

4.7     Notwithstanding Section 4.5, Company shall have the right to notify its
        advertisers and potential advertisers of the general nature of the
        Agreement (including Company 's estimate of the increase in traffic) in
        order to encourage both Company's advertisers to increase their spending
        with Company and potential advertisers to advertise with Company.

5.      WARRANTIES AND INDEMNIFICATION

5.1     Company. Company warrants and represents that: (i) Company has
        sufficient authority to enter into this Agreement, (ii) all materials
        delivered by Company to Microsoft and/or to end-users accessing the
        Search Service through IE 4.x and/or 5.x pursuant to this Agreement
        including without limitation the Trademarks, Search Service UI, and/or,
        solely with respect to its relationship with Microsoft under this
        Agreement, search results do not infringe the copyrights, trademarks,
        service marks or any other proprietary right of any third party; (iii)
        solely with respect to its relationship with Microsoft under this
        Agreement, the Company Search Results provided to Microsoft for
        inclusion in the MSN Search Pane do not and will not contain any
        libelous, or materially false or misleading statements and do not
        otherwise infringe on the rights of any third party; (iv) the Search
        Service and all actions occurring as a result of the Search Service are
        in compliance with all applicable laws; and (v) Company will not permit
        to appear in, or be uploaded to any Microsoft property or equipment,
        including the Pane, any messages, data, images or programs, that would
        violate the property rights of others, including unauthorized
        copyrighted text, images, programs or trade secrets or other
        confidential and/or proprietary information, or trademarks or service
        marks used in an infringing fashion. Notwithstanding anything in this
        Agreement, Company makes no warranty with respect to content of third
        party Web sites that end-users may link to via Company's Search Services
        results. Company shall indemnify and defend or, at its option, settle
        (including, without limitation, payment of reasonable attorneys' fees
        and other expenses of litigation) all third party claims, suits or
        proceedings brought against Microsoft by a third party and arising from
        or related to any breach by Company of the warranties set forth in this
        Section 5.1, provided that Microsoft cooperates as set forth in Section
        5.3. In the event that Microsoft receives notice which alleges that the
        Search Service



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        or any portion thereof or any materials delivered hereunder (a) violate
        any applicable laws, and/or (b) infringe the copyrights, trademarks,
        service marks or any other proprietary right of any third party,
        Microsoft shall notify Company of such allegation and Company shall have
        24 hours (or one business day, whichever is longer) from receipt of
        notice in which to resolve such matters. If Company has not resolved
        such matters within 24 hours (or one business day, whichever is longer)
        from receipt of notice, Microsoft reserves the right to immediately
        remove the Company's Search Service from the MSN Search Pane, pending
        the earlier of satisfactory resolution of such matters (e.g. the
        Company's discontinuing or suspending of such material from Company's
        Search Services) or Company's written notice to Microsoft that Company
        has determined such allegations are meritless and therefore Company will
        continue inclusion of such material in Company's Search Service. Any
        implementation of such suspension shall take place only on Microsoft's
        servers without changing user preferences on users' computers and that
        such implementation does not disable Microsoft's ability to reverse the
        suspension. No payments will be due during the period Company's Search
        Services are suspended and the Term of this Agreement will be extended
        on a day for day basis for every day the Search Services are suspended.
        Microsoft will use reasonable efforts to assist Company in resolution of
        such matters. In the event that Company is in material breach of the
        warranties set forth in this Section 5.1(ii), (iii) or (v) and such
        breach relates solely to Company Search Results that cannot be suspended
        or removed by Company, then Microsoft's remedies for such breach shall
        be limited to, at Microsoft's option, (A) requiring Company to fulfill
        its indemnity obligation as set forth in this section; (B) if the breach
        occurs during the GTIAB Term, suspending inclusion of Company Search
        Results with the MSN Search Pane in which case payments by Company will
        also be suspended, and/or (C) terminating this Agreement in accordance
        with Section 7.3 provided that if Microsoft elects to terminate this
        Agreement during the Trial Period Term then Company shall receive a
        refund based on the percentage of the remaining Trial Period Guaranteed
        Queries from the time of notification.

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

5.3     Indemnification Process. If any action shall be brought against either
        party (the "Indemnified Party") in respect to which defense may be
        sought from the other party (the "Indemnifying Party") pursuant to the
        provisions of this Section 5, the Indemnified Party shall promptly
        notify the Indemnifying Party in writing, specifying the nature of the
        action and the total monetary amount sought or other such relief as is
        sought therein. The Indemnified Party shall cooperate with the
        Indemnifying Party at the Indemnifying Party's expense in all reasonable
        respects in connection with the defense of any such action. The
        Indemnifying Party may upon written notice to Indemnified Party
        undertake to conduct all proceedings or negotiations in connection
        therewith, assume the defense thereof, and if it so undertakes, it shall
        also undertake all other steps or proceedings to settle or defend any
        such action, including the employment of counsel which shall be
        reasonably satisfactory to Indemnified Party, and payment of all
        expenses. Indemnified Party shall have the right to employ separate
        counsel at Indemnified Party's own expense and participate in the
        defense.

5.4     THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES MADE BY THE PARTIES. EACH
        PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR REPRESENTATION EXPRESS
        OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
        MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR
        PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,


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        COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT MICROSOFT HAS NOT MADE
        ANY EXPRESS OR IMPLIED REPRESENTATIONS, ASSURANCES AND/OR WARRANTIES
        REGARDING THE NUMBER OF CLICK THROUGHS OR WEB PAGE VIEWS WHICH MAY BE
        GENERATED BY THE IMPRESSIONS DELIVERED HEREUNDER AND THAT COMPANY HAS
        NOT RELIED ON ANY STATEMENTS BY MICROSOFT OR ANY THIRD PARTIES IN
        RELATION THERETO IN ENTERING INTO THIS AGREEMENT.

6.      LIMITATION OF LIABILITIES

        NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
        CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO
        THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
        BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
        AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
        SUCH DAMAGES. THIS SECTION SHALL NOT APPLY TO EITHER PARTY'S (A) ABILITY
        TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF; (B) CONFIDENTIALITY
        OBLIGATIONS UNDER SECTION 4; AND (C) LIABILITY FOR DAMAGES OR SETTLEMENT
        AMOUNTS EACH PAID TO THIRD PARTIES UNDER THE INDEMNIFICATION SECTION SET
        FORTH IN SECTION 5.

7.      RENEWAL AND TERMINATION

7.1     Term. This Agreement shall commence on the Effective Date and continue
        through the Term unless earlier terminated as provided in this Section 7
        or unless extended as provided in Sections 3.1 and 3.2.

7.2     Renewal. If either party desires to extend the GTIAB Term, then such
        party shall give written notice to the other party no later than [*]
        days prior to the expected expiration date. If either party gives such
        notice, the parties shall negotiate the terms and conditions of such
        extension in good faith for a [*] day period beginning on the date the
        receiving party receives such notice. If no such notice is given or if
        the parties fail to reach an agreement on such extension prior to the
        expiration date following the giving of such notice, this Agreement
        shall terminate as set forth in Section 7.1.

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

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

        (b)     The other party is in material breach of Section 4.2 or 4.3; or

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



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7.4     Termination Without Cause. Within the Trial Period Term Microsoft shall
        have the sole right to terminate without cause this Agreement at any
        time upon forty eight (48) hours prior written notice to Company. Either
        party shall have the right to decline without cause entering the GTIAB
        Term upon written notice to the other party no less than fifteen (15)
        days prior to the end of the Trial Period Term. Neither party shall be
        responsible to the other for any costs or damages resulting from the
        termination of this Agreement pursuant to this Section 7.4.

7.5     Effect of Termination. In the event of termination or expiration of this
        Agreement for any reason, Sections 4, 5, 6, 7.5 and 8 shall survive
        termination. For the avoidance of doubt, if Microsoft terminates this
        Agreement pursuant to Section 7.3, Company shall not be required to pay
        payments not yet due pursuant to Section 3.1 and Section 3.2. If
        Microsoft terminates this Agreement pursuant to Section 7.4 or if
        Company terminates this Agreement pursuant to Section 7.3, Microsoft
        will refund the applicable guarantee prorated based on the number of
        Queries delivered to Company versus the number of Trial Period
        Guaranteed Queries or Guaranteed Queries, as applicable. Upon
        termination both parties shall, upon written request, return or certify
        destruction of Confidential Information of the other party. Neither
        party shall be liable to the other for damages of any sort resulting
        solely from terminating this Agreement in accordance with its terms.

8.      GENERAL

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

8.2     Governing Law. This Agreement shall be governed by the laws of the State
        of Washington as though entered into by Washington residents and to be
        performed entirely within the State of Washington. In any action or suit
        to enforce any right or remedy under this Agreement or to interpret any
        provision of this Agreement, the prevailing party shall be entitled to
        recover its costs, including reasonable attorneys' fees.

8.3     Assignment. Except to the surviving entity in a merger or consolidation
        in which an assigning party participates or to a purchaser of all or
        substantially all of an assigning party's assets, so long as such
        surviving entity or purchaser shall expressly assume in writing the
        performance of all of the terms of this Agreement, neither party may
        assign this Agreement, in whole or in part, without the prior written
        approval of the other party. Such approval shall not be unreasonably
        withheld or delayed. Any attempted assignment, sub-license, transfer,
        encumbrance or other disposal not in conformance with this Section 8.3
        shall be void and shall constitute a material default and breach of this
        Agreement.

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

8.5     Notices. All notices and requests in connection with this Agreement
        shall be given in writing and shall be deemed given as of the day they
        are received either by messenger, delivery service, or in the United
        States of America mails, postage prepaid, certified or registered,
        return receipt requested, and addressed as follows:


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      To Company:                                 To Microsoft:

      [*]                                         [*]


        or to such other address as a party may designate pursuant to this
        notice provision.

8.6     Force Majeure. Neither party will be responsible for any delay or
        failure to perform its obligations under this Agreement due to causes
        beyond its reasonable control, including but not limited to, acts of
        God, war, riot, embargoes, acts of civil or military authorities,
        earthquake, fire, supplier shortage, Internet outage, floods or
        accidents.

8.7     Entire Agreement. This Agreement does not constitute an offer by
        Microsoft and it shall not be effective until signed by both parties.
        This Agreement constitutes the entire agreement between the parties with
        respect to the subject matter hereof. This Agreement does not affect the
        Premier Search Services Agreement dated January 21, 2000 (as amended
        January 21, 2001) between Microsoft and Company which remains in full
        force and effect. This Agreement shall not be modified except by a
        written agreement dated subsequent to the date of this Agreement and
        signed on behalf of Company and Microsoft by their respective duly
        authorized representatives. No waiver of any breach of any provision of
        this Agreement shall constitute a waiver of any prior, concurrent or
        subsequent breach of the same or any other provisions hereof, and no
        waiver shall be effective unless made in writing and signed by an
        authorized representative of the waiving party.

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

MICROSOFT CORPORATION                        GOTO.COM, INC.

/s/ Cory H. Van Arsdale                      /s/ Todd Tappin
--------------------------------             --------------------------------
By (signature)                               By (signature)
Cory H. Van Arsdale                          Todd Tappin
--------------------------------             --------------------------------
Name (print)                                 Name (print)
GM, MSN Business Development                 CFO
--------------------------------             --------------------------------
Title                                        Title
4/27/01                                      4/24/01
--------------------------------             --------------------------------
Date                                         Date


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Company Search Services Agreement


                                     Page 9


<PAGE>
                                    EXHIBIT A

                 COMPANY SEARCH SERVICE PLACEMENT SPECIFICATIONS

A.      DESCRIPTION OF SEARCH SERVICE

The parties acknowledge that Microsoft will display all Company Search Results
delivered by Company for any particular Query up to a maximum of three (3) on
the MSN Search Pane, which will substantially conform with the Look and Feel
shown below in Figure 1. If Company has fewer than three (3) Company Search
Results, Company will send one, two, or zero Company Search Results for
Microsoft's inclusion on the MSN Search Pane. During the Trial Period Term, the
MSN Search Pane and the Company Search Results shall appear as shown in Figure 1
unless changes are mutually agreed upon by both parties.

B.      GENERAL MICROSOFT OBLIGATIONS / BASIC PLACEMENT

Figure 1 shows the ordering of the Search Pane elements. That is, from top to
bottom, the elements will be a search box --where an end-user can easily enter
and submit a query with the words "Search the Web" or similar words--Featured
Sites, Company Search Results, and other elements, which may include Web
Directory and Web Crawl links. Company Search Results will have the heading
"Sponsored Links," but the heading may be modified by mutual agreement of the
parties. Microsoft retains the right to decide the overall Look and Feel of the
MSN Search Pane. However, Microsoft shall not modify any aspect of the Company
Search Results (including the data contained therein), and shall ensure that the
Company Search Results appear in the same internal order as provided by Company
and are displayed together without other content of any kind between Company
Search Results. Microsoft shall provide consistent presentation: [*]. Each
Company Search Result will feature a full title with a maximum length of 40
characters and a full description of up to 190 characters. The full description
will be evident when an end-user mouses over Company Search Results (see Figure
1).

                                    FIGURE 1

                        Ordering of Search Pane Elements

                        [SCREENSHOT OF MSN SEARCH PAGE]



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Company Search Services Agreement


                                    Page 10


<PAGE>
During the Term, Microsoft will make reasonable commercial efforts not to make
design changes (including, but not limited to, [*]) that reduce the Click
Through Rate. If during the Term, any design or other change initiated by
Microsoft causes the Click Through Rate to experience a decline greater than
[*]%, and upon written notification from Company, Microsoft will make
commercially reasonable efforts within a [*] period to return the Click Through
Rate to where it was immediately prior to the design or other change. If, after
this [*] period, the Click Through Rate is less than the Baseline Click Through
Rate, and upon written notification from Company, Company's payment requirements
under Section 3.2 will be reduced by a corresponding percentage for the period
of time that the Click Through Rate remains below the Baseline Click Through
Rate.

C.      ENHANCED PLACEMENT

During the GTIAB Term, Microsoft may make available to Company the option to
have Company Search Results at the top of the MSN Search Pane, above Featured
Sites in the space substantially similar to Featured Sites as shown in Figure 1.
If Microsoft decides, at its sole discretion, to make such an offer, it will
make the aforementioned offer in writing, along with initial placement
assurances. Company will have five (5) business days to respond in writing. If
Company and Microsoft agree to elevate Company's Search Results to the top of
the Search Pane, above Featured Sites in the space substantially similar to
Featured Sites as shown in Figure 1, all other terms and conditions would apply
as for the GTIAB Term, except rather than a guarantee of [*] annual rate, the
guarantee to Microsoft would become [*] payable in equal monthly installments on
an annual pro rata basis. That is, the revised monthly payments would be [*].

D.      GENERAL COMPANY OBLIGATIONS

Company shall send only Paid Search Results to Microsoft unless otherwise
mutually agreed to by the parties.

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

Company shall not deliver Company Search Results for Restricted Term Queries
(unless the parties agree otherwise). Microsoft has provided to Company a list
of Restricted Terms, which Company has accepted. [*].

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


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Company Search Services Agreement


                                    Page 11

<PAGE>
                                    EXHIBIT B

                             SERVICE LEVEL AGREEMENT

<TABLE>
<CAPTION>
ROLE/RESPONSIBILITY                   EMAIL ALIAS   EMAIL ADDRESS            NAME
-------------------                   -----------   -------------            ----
<S>                                   <C>           <C>                      <C>
Runtime Partner Management (MSN       [*]           [*]                      [*]
Search)
Site Manager (MSN Search)             [*]           [*]                      [*]
Test Lead (MSN Search)                [*]           [*]                      [*]
Operations Senior Engineer (MSN       [*]           [*]                      [*]
Search)
Operations Engineer (MSN Search)      [*]           [*]                      [*]
</TABLE>


MSN SEARCH FAULT TOLERANCE FEATURES

Microsoft will monitor the availability of the GoTo-in-a-Box service. If service
is too slow to respond or if the service is not available for a period of time
as defined below, Microsoft will turn off the GoTo-in-a-Box results rendering.

Site responsiveness and availability will be monitored on a continuous basis.
Monitoring consists of calling a designated URL on a live server. This URL is as
follows:

[*]

Microsoft will call the designated URL every [*], if either of the two
conditions below exist, an alert is triggered and Microsoft will automatically
turn off the feature. The conditions are

[ ]     latency passes a threshold of [*] for [*] consecutive get requests, or,

[ ]     the designated URL is unavailable for a period of [*]

If the conditions above trigger an alert and the feature is turned off,
Microsoft will inform GoTo according to the support escalation process during
normal business hours. If the problem is at GoTo's end, Microsoft will wait for
acknowledgement from GoTo that the problem has been fixed before it reinstates
the GoTo-in-a-Box feature. If the problem is at Microsoft's end, Microsoft will
make commercially reasonable efforts to fix the problem and reinstate the
GoTo-in-a-Box feature within a reasonable period of time.

The monitoring calls Queries will not count as either Trial Period Guaranteed
Queries or Guaranteed Queries under this Agreement. While the GoTo-in-a-Box
service is turned off, no Queries are sent by Microsoft.

Based on monitoring data and actual site performance, these limits may be
refined as needed. Any changes will be agreed upon by both parties in writing.


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Company Search Services Agreement


                                    Page 12
<PAGE>
OPERATIONAL EXPECTATIONS

The operational requirements for GoTo include the following:

    [ ] System Availability

    [ ] System Performance

    [ ] Capacity Planning

SYSTEM AVAILABILITY

The system availability of GoTo-in-a-Box includes online availability, planned
downtime, and unplanned downtime:

    [ ] ONLINE AVAILABILITY. The time that GoTo-in-a-Box is available to MSN
        Search users.

    [ ] PLANNED DOWNTIME. There is no planned downtime (except for Planned
        Maintenance as described below).

    [ ] UNPLANNED DOWNTIME. On occasion, a service can experience a problem that
        causes the application to be unavailable. This is unplanned downtime.

GoTo commits to meet [*] percent on-line availability [*]. That is, GoTo should
measure Online Availability and determine whether:

        ([*] Hours of Unplanned Downtime + [*] Hours of Planned Downtime) /[*] <
        [*]%

In other words, GoTo will track Online Availability, and measure success against
a [*]% benchmark.

[*], a third-party, real-time Internet performance measurement services vendor,
or an equivalent service will monitor the availability of the designated test
URL [*]. In addition, Microsoft Search operations will work with GoTo to enable
site and route monitoring between the companies' data centers.

Within [*] months of entering into this agreement, GoTo will make reasonable
commercial efforts to make available to Microsoft online (web based) monitoring
data to show current system availability and performance from the Microsoft
network. The preferred method would be a time-based graphical display of current
traffic statistics. Microsoft can provide technical guidance to GoTo for
implementation of this feature. This monitoring will not be used to measure site
responsiveness and availability under this SLA. GoTo makes no warrantees or
guarantees of the availability or performance of the monitoring tool as
described above.

GoTo also has regular, scheduled maintenance:

    [ ] Planned Maintenance. Planned Maintenance shall not exceed [*] per month.
        GoTo scheduled down time for maintenance will occur every [*].

SYSTEM PERFORMANCE

GoTo-in-a-Box must meet performance criteria for query latency:

    [ ] Query latency should be less than [*] all Queries requested. Query
        latency is the time between when a query request is sent and when a
        result is returned. It includes any network latency, actual time to
        process the request, and time to return the results to the server making
        the request.



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  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


Company Search Services Agreement


                                    Page 13


<PAGE>
        This performance indicator is averaged for each hour of operation and
        will be measured as:

        Queries requested per hour/Query results returned within [*] > [*]%


    [ ] GoTo should not return results if the query latency exceeds [*]. Results
        returned after [*] will not be rendered.

[*] or an equivalent service will monitor the performance of the designated test
URL [*]. In addition, Microsoft Search operations will work with GoTo to enable
site and route monitoring between each company's data centers.

CAPACITY PLANNING

Microsoft will provide GoTo with semi-annual traffic estimates and peak-time
information for search.msn.com [*]. This information covers such topics as peak
queries per second and queries per day. GoTo will maintain required capacity for
the service level required and provide Microsoft semi-annual updates regarding
GoTo's capacity to support GoTo-in-a-Box.

SERVICE LEVEL AGREEMENT REVIEW PROCESS

If at any time either party considers that this SLA is not meeting its needs or
expectations, both parties will come together to resolve and amend the Service
Level Agreement in a mutually acceptable manner. The resulting changes will be
communicated to the appropriate parties and this document will be amended. The
review of this agreement will occur on an as-needed basis for the initial
release and move toward a semi-annual review period when all parties agree it is
appropriate.

COMPLIANCE METRICS

Microsoft and GoTo will establish compliance metrics that will be measured and
evaluated by both parties and discussed in the SLA review process.

CORRECTIVE ACTION

In the event that a service level term is not met, the MSN Search Site Manager
and the appropriate business PM owner(s) will set a review date to meet and
discuss resolution. Changes to processes/procedures may be made if deemed
appropriate by all parties.

ROLES AND RESPONSIBILITIES

MICROSOFT SUPPORT RESPONSIBILITIES

Microsoft search team will cover the following areas:

        -       Support of MSN Search platform Tier 1-3

        -       Support of GoTo-in-a-Box integration into MSN Search

        -       Information and planning

Initial point of contact at MSN Search for integration issues is [*]. This
contact is only available during normal working hours.

The point of contact at MSN Search for business issues [*]. This contact is only
available during normal working hours.


* 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.


Company Search Services Agreement


                                    Page 14


<PAGE>
MICROSOFT SUPPORT ESCALATION PATH AND CONTACTS

Individual contact information for those associated with each tier of support is
listed below for reference and escalation as needed.


<TABLE>
<CAPTION>
    Name         Org.       Tier    Alias/ Group Alias       Work Phone      Mobile/Pager
    ----         ----       ----    ------------------       ----------      ------------
<S>           <C>          <C>      <C>                      <C>             <C>
N/A               SOC        1         [*]                      [*]          N/A
[*]             CG Ops       2         [*]                      [*]          [*]
                (Primary)
[*]             CG Ops       2         [*]                      [*]          [*]
                (Primary)
[*]             Site         3         [*]                      [*]          [*]
                Manager
[*]              Site        3         [*]                      [*]          [*]
                Manager
                Backup
</TABLE>


<TABLE>
<CAPTION>
                                                                              Initial
Priority    Type         Description/Examples                                 Response
--------    ----         --------------------                                 --------
<S>         <C>          <C>                                                <C>
1           Mission      PRODUCTION SYSTEM IS DOWN or UNAVAILABLE           < [*]
            Critical

2           High         SIGNIFICANT BUSINESS IMPACT                        < [*]
                         -   Severely degrading response time.
                         -   Loss of service(s) - where a core part of the
                             system fails to function and affects users
                             system wide, e.g. high latency.
                         -   Low queries XML results due to database issues
                         -   Incorrect Results.
                         -   XML Formatting Issues

3           Normal       LOW business impact                                < [*]
                         -   Minor program bug
                         -   Research (information requests)
                         -   Minor Look & feel issues

4           Low          Negligible Business Impact                         < [*]
                         -   Research or informational request
</TABLE>



* 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.

Company Search Services Agreement


                                    Page 15


<PAGE>
GOTO SUPPORT RESPONSIBILITIES

GoTo will provide the following support to Microsoft:

        -       24 hr support contact response as defined in this SLA

        -       Point-of-contact for information and planning

        -       Notification of GoTo-in-a-Box code changes. For minor changes,
                GoTo will notify Microsoft at least three weeks in advance. For
                major changes, GoTo will notify Microsoft and the parties will
                agree to a mutually acceptable schedule. As part of this
                notification, and for quality assurance purposes, GoTo will
                provide test scripts and test cases.

GOTO SUPPORT ESCALATION PATH AND CONTACTS

GoTo will provide the following resources available to Microsoft in support of
this SLA.


<TABLE>
<CAPTION>
                            Area of                                            Estimated
Support Level             Responsibility            Contact Information      Response Time
-------------             --------------            -------------------      -------------
<S>                 <C>                             <C>                      <C>
First Level         Available 24/7 for all issues     [*]                     [*]
Support             regarding system availability                             for all
Network             and outages. Can provide                                  inquiries.
Operations Center   information of known issues and
(NOC) with          verification of issues from
24-hour on-site     GoTo network side, and general
staff               outage triage. Beyond these
                    items, the NOC will escalate
                    issues to On-call system
                    engineers.

Second Level        Responsible for monitoring and    [*]                     [*]
Support             troubleshooting production                                for all
[*]                 front-end of all GoTo systems                             inquiries
[*]                 in the US. [*] provides                                   regarding
                    2nd-tier support across all                               system
                    systems in the production                                 outages.
                    environments.


Third Level         Responsible for all production    [*]                     [*] for
Support             operational components and                                issues
[*]                 systems globally.[*] would                                regarding
[*]                 provide escalation support for                            non-response.
                    failed responsiveness and                                 Next business
                    issues regarding overall                                  day for all
                    operations of the GoTo service.                           other issues.

</TABLE>


Recommended contact procedure:

1.      Call to speak to an on-duty NOC staff in regards to the issue.

2.      Send an e-mail to the NOC stating the issue with the approximate date
        and time and provide your internal trouble ticket number (if applicable)
        for the issue




* 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.

Company Search Services Agreement


                                    Page 16


<PAGE>
CONTACTS AND COVERAGE

SUPPORT/ESCALATION HOURS OF COVERAGE


<TABLE>
<CAPTION>
                                Primary Hours of        Secondary Hours
Tier        Organization            Coverage              of Coverage
----        ------------        ----------------        ---------------
<S>      <C>                 <C>                      <C>
1        SOC                 [*]                      [*]

2        CG Ops              [*]                      [*]

3        Search Site         [*]                      [*]
         Manager

1        GoTo Support        [*]                      [*]

2        GoTo                [*]                      [*]

3        GoTo                [*]                      [*]
</TABLE>


PRODUCTION SUPPORT MODEL

ESCALATION CLOSURE

Escalation requests carry varying levels of criticality, and resolution
commitments are driven by the priority of each request. All parties will
endeavor to close support requests within the following time frames, but at a
minimum respond to incidents within the specified cycle time:


<TABLE>
<CAPTION>
                                                                                 Cycle
Priority       Type                           Description                        Time
--------       ----                           -----------                        ----
<S>        <C>           <C>                                                    <C>
1          Mission       Microsoft will choose this priority upon business      [*]
           Critical      escalation and for System Down or business
                         stoppages.

2          High          Significant business impact such as all users are      [*]
                         having a bad user experience due to high latency,
                         program bug or data inconsistency affecting
                         application availability system-wide.

3          Normal.       Minor business impact such as a minor program bug      [*]
                         with minimal user impact or minor data or formatting
                         look and feel inconsistencies. These issues tend to
                         minor that are recurring or have a standard work
                         around associated with them.

4          Low           Low or no user impact, such as a research request      [*]
                         issue. Microsoft will choose low status for all
                         issues that are of minimal revenue or strategic
                         impact.
</TABLE>


Microsoft, based on the descriptions above, will set priority for each Service
Request.

GoTo and Microsoft will be measured according to the following pulse metrics:


<TABLE>
<CAPTION>
                 Result     Metric
                 ------     ------
                 <S>        <C>
                 Green      [*]% of Support Requests closed within SLA
                 Yellow     [*]% of Support Requests closed
                            within SLA
                 Red        [*]% of Support Requests closed within SLA
</TABLE>


* 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.


Company Search Services Agreement


                                    Page 17
<PAGE>
                                    EXHIBIT C

                          COMPANY TRADEMARK GUIDELINES

Microsoft may use the Trademarks solely for the purpose authorized herein by
Company and only in compliance with the specifications, directions, information
and standards supplied by Company and modified by Company from time to time.

Microsoft agrees to comply with any reasonable requirements established by
Company concerning the style, design, display and use of the Trademarks; to
correctly use the trademark symbol (TM) or registration symbol (R) with every
use of the trademarks, service marks and/or tradenames as part of the Trademarks
as instructed by Company; to use the registration symbol (R) upon receiving
notice from Company of registration of any trademarks, service marks and/or
tradenames that are part of the Trademarks.

Microsoft may not alter the Trademarks in any manner, or use the Trademarks in
any manner that may dilute, diminish, or otherwise damage Company's rights and
goodwill in any Company trademark, tradename and/or service mark that are part
of the Trademarks.

Microsoft may not use the Trademarks in any manner that implies sponsorship or
endorsement by Company of services and products other than those provided by
Company.


Company Search Services Agreement


                                    Page 18

<PAGE>
                   FIRST AMENDMENT TO GOTO-IN-A-BOX AGREEMENT
                         BETWEEN MICROSOFT CORPORATION
                           AND GOTO.COM, INCORPORATED


        This first amendment to the GoTo-In-A-Box Agreement (the "Amendment") is
entered into by and between MICROSOFT CORPORATION ("Microsoft") and GOTO.COM,
INC. ("Company") as of the later of the two dates set forth below.

                                    RECITALS

        The parties entered into that certain GoTo-In-A-Box Agreement dated
April 15, 2001 (the "Agreement");

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

        The parties hereby agree as follows:

                                    AMENDMENT

        1.     Section 1.1 shall be deleted in its entirety and replaced with
the following:

               "Baseline Click Through Rate" means the greater of (i) [*] and
               (ii) [*] of the Trial Period Click Through Rate. Both parties
               shall mutually determine and confirm in writing the Baseline
               Click Through Rate anytime before the entering into the GTIAB
               Term.

        2.     Section 1.8 shall be deleted in its entirety and replaced with
               the following:

               "IE 4.x or 5.x" means the United States and Canadian versions of
               Microsoft Internet Explorer versions 4.0 or 5.0, as applicable,
               and any subsequent updates to such versions only, which are
               released during the Term of this Agreement and which offer MSN
               Search Pane (except for Search Services that are exclusively
               provided by and branded by other third parties).

        3.     Section 3.2 shall be deleted in its entirety and replaced with
the following:

               For the GTIAB Term, Company will pay to Microsoft on a monthly
               basis the greater of (i) [*] ("Fixed Payment") and (ii) [*]
               percent ([*]%) of Gross Revenue during the month ("Revenue Share
               Payment"), if [*] conditions are met for such month: [*]. If
               either of the [*] conditions is not met, then Company will pay to
               Microsoft on a monthly basis [*] percent ([*]%) of Gross Revenue
               during the month. Company will make all payments to Microsoft
               within forty-five (45) days after the end of each calendar month.
               If Microsoft fails to deliver the Guaranteed Queries by the end
               of the GTIAB Term, Microsoft will continue to provide Company
               placement on the MSN Search Pane until the Guaranteed Queries are
               delivered. During such extension period, Company will not be
               required to make any additional Fixed Payments but Company will
               continue to be required to make Revenue Share Payments.


* 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.


                                                          Microsoft Confidential
<PAGE>

        4.     Section 3.3 (Reporting) shall be deleted in its entirety and
replaced with the following:

               On a monthly basis during the Term, Company shall report to
               Microsoft the number of Queries, the number of Click Throughs,
               and the Gross Revenue generated by GTIAB end-users. Such
               reporting shall be completed for each such month during the Term
               no later than [*] days following the end of the month.

        5.     The second paragraph of Exhibit A, Section B (General Microsoft
Obligations/Basic Placement) shall be deleted in its entirety and replaced with
the following:

               During the Term, Microsoft will make reasonable commercial
               efforts not to make design changes (including, but not limited
               to, [*]) that reduce the Click Through Rate. If during the Term,
               any design or other change initiated by Microsoft causes the
               Click Through Rate to experience a decline greater than [*]%, and
               upon written notification from Company, Microsoft will make
               commercially reasonable efforts within a [*] period to return the
               Click Through Rate to where it was immediately prior to the
               design or other change. If, after this [*] period, the Click
               Through Rate is less than the Baseline Click Through Rate, and
               upon written notification from Company, Company's Fixed Payment
               requirements under Section 3.2 will be reduced by a corresponding
               percentage for the period of time that the Click Through Rate
               remains below the Baseline Click Through Rate.

        6.     Exhibit A, Section C (Enhanced Placement) shall be deleted in its
entirety and replaced with the following:

               During the GTIAB Term, Microsoft may make available to Company
               the option to have Company Search Results at the top of the MSN
               Search Pane, above Featured Sites in the space substantially
               similar to Featured Sites as shown in Figure 1. If Microsoft
               decides, at its sole discretion, to make such an offer, it will
               make the offer in writing and Company will negotiate in good
               faith with Microsoft to agree on an appropriate premium
               guarantee. But if the parties cannot agree, Microsoft has no
               obligation to provide the Enhanced Placement and Company has no
               obligation to provide a payment premium.


        7.     The parties hereby agree and acknowledge that, pursuant to the
terms of Sections 1.6 and 2.3, they are entering into the GTIAB Term, as defined
in the Agreement.

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

        9.     This Amendment shall amend, modify and supersede to the extent of
any inconsistencies, the provisions of the Agreement. Except as expressly
amended by this Amendment, the Agreement shall remain in full force and effect.


* 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.


                                       2

                                                          Microsoft Confidential

<PAGE>

        IN WITNESS WHEREOF, the parties have executed this Amendment as of the
later of the two dates set forth below. All signed copies of this Amendment
shall be deemed originals.


MICROSOFT CORPORATION                      GOTO.COM, INC.
One Microsoft Way                          74 N. Pasadena Avenue, Third Floor
Redmond, WA 98052                          Pasadena, CA 91103


By: /s/ John Krass                          By: /s/ Todd Tappin
   ----------------------------------         ----------------------------------
(Sign)                                             (Sign)


John Krass                                 Todd Tappin
-------------------------------------      -------------------------------------
Name (Print)                                Name (Print)


Business Mgr. MSN Search                   CFO
-------------------------------------      -------------------------------------
Title                                      Title


7/12/01                                    7/10/01
-------------------------------------      -------------------------------------
Date                                       Date



                                                          Microsoft Confidential

                                       3
<PAGE>
                                AMENDMENT NO. 2
                Effective Date of Amendment No. 2: June 18, 2002


This AMENDMENT NO. 2 ("Amendment No. 2") to the GoTo-In-A-Box Agreement dated
April 15, 2001 (the "Agreement") is made by and between OVERTURE SERVICES, INC.,
a Delaware corporation ("Company"), and MICROSOFT CORPORATION, a Washington
corporation ("Microsoft").

                                    RECITALS

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

The parties hereby agree as follows:

                                    AMENDMENT

1.      The GTIAB Term shall be extended for the period commencing on July 1,
        2002 and ending on September 30, 2002 ("Extended GTIAB Term"), pursuant
        to the terms of the Agreement.

2.      During the Extended GTIAB Term, Company will pay to Microsoft [*]
        percent ([*]%) of Gross Revenue. Payments are due within forty-five days
        after the end of each calendar month.

3.      The parties anticipate issuing a joint press release, or separate press
        releases, regarding this Amendment No. 2. Neither party may issue a
        press release or make a public announcement(s) relating to either this
        Amendment No. 2 or the relationship established by this Amendment No. 2
        without the express prior written consent of the other party, which
        consent will not be unreasonably withheld or delayed. If an objection to
        such a press release or public announcement(s) is not received within
        five (5) business days after notice of one party to the other, consent
        will be deemed granted.

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

5.      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


* 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.

                                            Overture - Microsoft Amendment No. 2
                                                         GoTo-In-A-Box Agreement


                                  CONFIDENTIAL



                                   Page 1 of 2
<PAGE>

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/ Joshua Metzger
   -----------------------------------    --------------------------------------
(Sign)                                    (Sign)

John Krass                                Joshua Metzger
--------------------------------------    --------------------------------------
Name (Print)                              Name (Print)

Product Unit Mgr.                         Sr. VP Business Affairs
--------------------------------------    --------------------------------------
Title                                     Title

7/31/02                                   6/26/02
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Date                                      Date



                                            Overture - Microsoft Amendment No. 2
                                                         GoTo-In-A-Box Agreement


                                  CONFIDENTIAL



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