EXHIBIT 10.1

                                  Terms of Use
General

Overture Services, Inc. and, its subsidiaries and affiliates (collectively
"Overture") provide you with access to this Web site and the services available
on this Web site, or other Web sites as indicated below, (collectively, the
"Services," which will be defined more under the Section, "Services."). Access
to and use of the Services is governed by these Terms of Use (the "Agreement").
By accessing or using the Services, you indicate your assent to be bound by the
Agreement, and your acknowledgment of and agreement to its terms.

Services

The Services include Overture Search (located at www.overture.com) (the "Search
Services"). The Services may also be located on third party web sites and/or
applications either as a link from an add-on service to, or otherwise in
connection with, Web sites and/or applications that such third parties control.
Our Search Services enable you to search the World Wide Web for anything that
interests you, whether, for example, it is fly fishing, medical research or
digital cameras. We may provide you with search listings of advertisers of
Overture (as well as search listings provided to Overture by a third party to
supplement the advertiser listings) that help you find what you are looking for.

A little more detail:

The Services act as a system or venue to introduce you to buyers and sellers of
goods and services and providers of information. Overture uses reasonable
efforts to ensure the availability of the information and content, including
links, that it makes available through the Services. However, the Services are
composed of content not offered by Overture. Overture does not control (i) the
quality, safety or legality of items available through or on its advertisers'
Web sites or sites of third parties not in privity of contract with Overture,
(ii) the truth or accuracy or legality of the content from those advertisers or
those third parties (even if such content appears on the Services), or (iii) the
availability or technical capabilities of their Web sites or links to those Web
sites. Overture is not liable or responsible for content supplied or approved by
third parties, or for actions you might take in reliance on that content.
Nothing contained in any of the Services is an offer or promise to sell a
specific product for a specific price or that any advertiser will sell any
product or service for any purpose or price or on any specific terms. Overture
does not guarantee the price, terms, product, availability and/or services
offered by any advertiser. For all of the Services, Overture is not involved in
any transactions between you and any of its advertisers, and is not responsible
for, and does not guarantee the price or performance of any goods, services or
information provided by advertisers. If you have a dispute with one or more
advertisers, you agree to release and hereby release Overture (and Overture's
officers, directors, agents, subsidiaries, affiliates, employees, successors,
assigns, content providers and service providers) from claims, demands and
damages (actual and consequential) of every kind and nature, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising out of or in any
way connected with such disputes. If applicable, you waive California Civil Code
section 1542, which says:

         "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
         NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
         RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
         SETTLEMENT WITH THE DEBTOR."

Only Personal Use is Authorized

Under this Agreement, Overture gives you limited permission to access and use
the Services only for your personal use, and to copy, distribute and transmit
the content of the Services only to the extent that such copying, distribution,
and transmission is automatically done through your browser software
incidentally to using the Services for your personal use. You may also print a
copy of the information displayed on the Services for your personal use. That
means, that except as set forth above, you may not modify, reformat, copy,
display, distribute, transmit, publish, license, create derivative works from,
transfer or sell any information, products, or service obtained by your use of
the Services. This restriction means, among other things, that you may not
mirror on your own Web site any portion of the Services or display through your
own Web site any results pages or other information from the Services without
Overture's express permission.

Your right to access the Services is subject to any limits established by
Overture. You agree that you will not use any automated means, including,
without limitation, agents, robots, scripts, or spiders, to access, monitor or
copy the Services except those automated means expressly made available by
Overture, if any, or authorized in advance and


                                       1
<PAGE>

in writing by Overture (for example, Overture approved third party tools and
services). The Overture Web Site contains robot exclusion headers and you agree
that you will not use any device, software or routine to bypass our robot
exclusion headers, or to interfere or attempt to interfere with the proper
working of the Services. Without limitation to the foregoing, you further agree
that you will not take any action that imposes an unreasonable or
disproportionately large load on our infrastructure (as determined by Overture).
The technology underlying, and content within, the Services is owned by Overture
and/or its licensors (including Overture's advertisers and other content
providers) and is protected by copyright and other intellectual property or
proprietary rights. If you use the Services other than as provided above, you
may violate copyright and other laws of the United States, other countries, as
well as applicable state laws and may be subject to penalties. That would not be
a good thing. As between you and Overture, Overture owns and retains all
ownership of the technology underlying and content within the Services, and
reserves all rights not explicitly granted to you in this Agreement.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. OVERTURE
DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Overture's Potential Liability for the Services is Limited

NEITHER OVERTURE NOR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES,
AFFILIATES, EMPLOYEES, SUCCESSORS, ASSIGNS, CONTENT PROVIDERS OR SERVICE
PROVIDERS WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICES, OR INABILITY TO GAIN
ACCESS TO OR USE THE SERVICES. OVERTURE WILL NOT BE LIABLE FOR ANY MATERIAL OF
WEB SITES IT LINKS TO AS PART OF THE SERVICES OR FOR INFORMATION CONTAINED IN OR
PART OF THE SERVICES INCLUDING BUT NOT LIMITED TO SEARCH RESULTS. BECAUSE SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH
STATES, THE RESPECTIVE LIABILITY OF OVERTURE, ITS EMPLOYEES, AGENTS, SUCCESSORS,
ASSIGNS, AFFILIATES, AND CONTENT OR SERVICE PROVIDERS IS LIMITED TO THE GREATEST
EXTENT PERMITTED BY SUCH STATE LAW.

Defamation, Copyright and Trademark Claims

Overture is a provider of an interactive computer services for purposes of 47
U.S.C. section 230. As such, its liability for others' conduct and information
is limited as described therein.

Further, Overture is a service provider pursuant to the Digital Millennium
Copyright Act. Pursuant to the Digital Millennium Copyright Act, Overture has
designated an agent to receive notifications of alleged copyright infringement
on the Services:

Business and Legal Affairs
Overture Services, Inc.
74 N. Pasadena Ave., 3rd Floor
Pasadena, CA 91103
Tel: 626-685-5600
Fax: 626-685-5601
E-Mail: termsofuse@Overture.com

In notifying Overture of alleged copyright
infringement, you must include the following information:

      o     A description of the copyrighted work that is the subject of claimed
            infringement

      o     A description of the infringing material and information sufficient
            to permit Overture to locate the alleged material

      o     Contact information for you, including your address, telephone
            number and/or e-mail address

      o     A statement by you that you have a good faith belief that the
            material in the manner complained of is not authorized by the
            copyright owner, or its agent, or by the operation of any law

      o     A statement by you, signed under penalty of perjury, that the
            information in the notification is accurate and that you have the
            authority to enforce the copyrights that are claimed to be infringed

      o     A physical or electronic signature of the copyright owner or a
            person authorized to act on the owner's behalf


                                       2
<PAGE>

Failure to include all of the above-listed information may result in the delay
of the processing of your complaint. For more information on the Digital
Millennium Copyright Act please visit the United States Copyright Office at
http://lcweb.loc.gov/copyright/onlinesp/.

Overture does not arbitrate or resolve trademark disputes among Overture's
advertisers or between those advertisers and third parties. However, Overture
will promptly comply with an order of a court of competent jurisdiction
concerning a trademark issue. Overture occasionally receives requests to remove
listings from within the Services. Overture reserves the right to address such
requests on a case-by-case basis.

Objectionable Material and Family Filtering

Overture encourages you to use discretion when browsing the Internet or using
the Services. The Services may contain information that you find objectionable,
harmful, deceptive or otherwise inappropriate, especially for children. If this
is a concern for you, Overture encourages you to use the adult filtering service
that may be provided by Overture. To ensure you do not receive offensive
material, nevertheless, you must install your own filtering software if you wish
to limit the content available through the Services. If you come across any site
that you believe contains child pornography or other illegal material, please
contact termsofuse@Overture.com and we will contact the authorities as
appropriate.

Privacy and Data Collection

Overture does not collect personally identifying information from users of the
Services unless users have explicitly given such information to Overture (for
example, when becoming an advertiser or when sending us an e-mail with a
question or as part of a contest). Overture's information practices are further
described in its privacy policy. Overture's privacy policy is part of this
Agreement, and you agree that use of data as described in the privacy policy is
not an actionable breach of your privacy or publicity rights. If you have
entered into another agreement with Overture (such as an Affiliate Agreement or
an Advertiser Agreement), then you may be subject to additional or different
provisions regarding privacy and data collection. If you would like more
information, please read our privacy policy. You should consider any
communication that you transmit to Overture (such as data, questions or answers,
comments, or suggestions) as non-confidential, and agree that Overture will not
be liable or responsible if information that belongs to you is intercepted and
used by an unintended recipient.

Control over Features, Functions, and Access to the Services

Overture reserves the right to change any information, features and functions of
the Services without prior notice. Overture may deny you access to all or part
of the Services without prior notice if you engage in any conduct or activities
that Overture determines, in its sole discretion, violate this Agreement, the
rights of Overture or any third party, or is otherwise inappropriate. Choice of
Law, Waiver, and Claims This Agreement shall be governed by the laws of the
State of California without regard to its conflict of law provisions. Overture's
failure to exercise or enforce any right or provision of the Agreement will not
be deemed to be a waiver of such right or provision. If any provision of this
Agreement is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give effect to the
parties' intentions as reflected in the provision, and the other provisions of
this Agreement remain in full force and effect. You agree that regardless of any
statute or law to the contrary, any claim or cause of action arising out of or
related to use of the Services must be filed within one (1) year after such
claim or cause of action arose or be forever barred.

Arbitration

Any controversy or claim arising out of or relating to this Agreement or the
Services will be settled by binding arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association. Any such
controversy or claim must be arbitrated on an individual basis, and must not be
consolidated in any arbitration with any claim or controversy of any other
party. The arbitration must be conducted in Los Angeles, California, and
judgment on the arbitration award may be entered into any court having
jurisdiction thereof. Either you or Overture may seek any interim or preliminary
relief from a court of competent jurisdiction in Los Angeles, California, as
necessary to protect the rights or property of you or Overture.

Notice

You may direct any questions concerning this Agreement to:

Overture Services, Inc.
Business Affairs
74 N. Pasadena Ave.
3rd Floor
Pasadena, CA 91103-3669
termsofuse@Overture.com


                                       3
<PAGE>

Amendment

Overture may amend this Agreement at any time by posting the amended terms on
its Web site. This Agreement may not be otherwise amended except in a written
document signed by you and Overture. This agreement was last revised on February
20, 2002.


                                       4