10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

                   For the fiscal year ended December 31, 1996

                         Commission File Number 0-28018

                                   YAHOO! INC.
             (Exact name of Registrant as specified in its charter)

               CALIFORNIA                              77-0398689
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

                             3400 CENTRAL EXPRESSWAY
                    SUITE 201, SANTA CLARA, CALIFORNIA 95051
                    (Address of principal executive offices)

       Registrant's telephone number, including area code:  (408) 731-3300

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]  No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [  ]



As of January 31, 1997, the aggregate market value of voting stock held by non-
affiliates of the Registrant, based upon the closing sales price for the
Registrant's Common Stock, as reported in the NASDAQ National Market System, was
$172,717,000.  Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates.  This
determination of affiliate status is not necessarily a conclusive determination
for any other purpose.

The number of shares of the Registrant's Common Stock outstanding as of
January 31, 1997 was 27,237,784.



                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or parts thereof) are incorporated by reference into
the following parts of this Form 10-K:

(1)  1996 Annual Report to Shareholders
        - Items 5, 6, 7, 8 and 14(a)(1).

(2)  Proxy Statement for the 1997 Annual Meeting of Shareholders
         - Items 10, 11, 12 and 13.


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                                     PART I

Item 1.   Business

     THE FOLLOWING DESCRIPTION OF THE COMPANY'S BUSINESS CONTAINS FORWARD-
LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF A NUMBER OF FACTORS, INCLUDING THOSE SET FORTH IN THIS
ANNUAL REPORT UNDER THE HEADING, "RISK FACTORS."

OVERVIEW

     Yahoo! Inc. ("Yahoo!" or the "Company") offers a family of branded 
online media properties, including its flagship property YAHOO! (R), 
that are among the most widely-used sources of information and 
discovery on the World Wide Web.  YAHOO! was developed and first made 
available in 1994 by the Company's founders, David Filo and Jerry Yang, while 
they were graduate students at Stanford University.  The Company was 
incorporated in March 1995 and completed its initial public offering in April 
1996.

     Under the "Yahoo!" brand, the Company provides intuitive, context-based 
guides to online content, Web search capabilities, aggregated third-party 
content and community and personalization features.  In December 1996, 
Internet users viewed an average of over 20 million Web pages per day in 
"Yahoo!" branded properties.

     The Company believes that as one of the pioneer Internet guides, Yahoo! has
a strong, globally-prominent brand presence, and is one of the most visible and
recognizable names generally associated with the Internet.  The Company seeks to
further extend its brand position and audience by continuing to aggregate and
develop Web content that serves focused groups of Internet users with specific
subject-area, demographic and geographic characteristics.  As of the date of 
this Report, in addition to YAHOO!, the Company offered fourteen 
geographically focused versions of YAHOO! including five international 
versions for Canada, Japan, France, Germany, and the United Kingdom and 
Ireland, and regionally focused properties for nine U.S. metropolitan areas; 
two subject-matter focused properties organizing timely content about sports 
and stocks and investing information; and two demographically focused 
properties for children and women.

     The Company makes its properties available without charge to users, and
generates revenue primarily through the sale of banner advertising.  Advertising
on Yahoo! properties is sold through the Company's internal advertising sales
force and third party agents.  During the fourth quarter of 1996, more than 550
advertisers purchased advertising on Yahoo! properties.


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PRODUCTS AND MEDIA PROPERTIES

YAHOO! MAIN SITE

     The Company's principal offering, YAHOO!, provides a comprehensive, 
intuitive and user-friendly online guide to Web navigation and aggregated 
information content.  YAHOO! includes a hierarchical, subject-based directory 
of Web sites, which enables Web users to locate and access desired 
information and services through hypertext links included in the directory.  
As of December 1996, YAHOO! organized over 500,000 Web site listings under 
the following 14 principal categories: Arts and Humanities, Business and 
Economy, Computers and Internet, Education, Entertainment, Government, 
Health, News and Media, Recreation and Sports, Reference, Regional, Science, 
Social Science, and Society and Culture.  Web sites are further organized 
under these major headings by hierarchical subcategories.  Users can browse 
the directory listings by subject matter through a rapid keyword search 
request that scans the contents of the entire directory or any subcategory 
within YAHOO!.  The basic Web site listings are in many cases supplemented 
with brief descriptive commentary, and a special symbol is used to indicate 
listings that, in the view of the Company's editorial staff, provide unique 
presentation or content within their topic area.  YAHOO! also provides 
Web-wide text search results from the AltaVista search engine. These results 
are integrated into the directory search function so that Web-wide search 
results are presented in the absence of relevant listings from the YAHOO! 
directory.

     YAHOO! also incorporates a rich set of current and reference information
from leading content providers, including real-time news (provided by Reuters
New Media), stock quotes (Reuters), business profiles (Hoover's), stock
investing commentary (Motley Fool), sports scores (ESPN SportsTicker),
television listings (TVGuide), weather information (Weathernews, Inc.), maps
with driving directions (Vicinity), searchable yellow pages (Vicinity), and
People Search white pages and e-mail listings (Four11).  YAHOO! also organizes
hypertext links to Web sites featuring current events and issues of interest,
such as elections, holidays, political issues and major weather conditions,
organized in a topical format and updated regularly.

TARGETED ONLINE PROPERTIES

     The comprehensive subject-based, demographic and geographic listings in
YAHOO! have provided a platform for the Company to develop and offer independent
navigational tools and information services that are targeted to particular
interests and Web users and are presented within the familiar YAHOO! framework
and style.  The Company works with appropriate strategic partners who develop
localized or targeted content and, in some cases, promote and sell advertising.
The Company also has developed Web based media properties that allow the user to
personalize and tailor the presentation of information and navigational
resources.  The Company believes that, if implemented successfully, these
services further strengthen customer loyalty to the "Yahoo!" brand and create
additional revenue opportunities through a broader end user and advertiser base
and increasingly targeted advertising opportunities.


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GEOGRAPHIC PROPERTIES

     The Company seeks to build upon its global user base by developing Internet
properties focused on geographic regions, which include foreign countries as
well as domestic major metropolitan areas.  As of the date of this Report, the
Company had launched fourteen geographically targeted Web properties.

     INTERNATIONAL ONLINE PROPERTIES.  The Company has developed international
online properties including localized versions of YAHOO! in Canada, Japan,
France, Germany, and the United Kingdom and Ireland.  For international
properties, the Company has relied primarily upon the editorial efforts of third
parties in such geographical areas to localize YAHOO! for language, customs and
cultural interests, language-specific search capabilities, and to maintain Web
site listings that are relevant to the country or metropolitan areas.  For
example, YAHOO! JAPAN--Yahoo!'s first geographic property--was developed through
a joint venture between the Company and SOFTBANK, one of the Company's principal
shareholders and Japan's largest distributor of computer software, peripherals
and systems, as well as one of Japan's largest publishers of computer-related 
magazines and books.

     REGIONAL ONLINE PROPERTIES.  As of the date of this Report, the Company
offered regional Yahoo! properties for Austin, Boston, Chicago, Dallas, Los
Angeles, New York, the San Francisco Bay Area, Seattle, and Washington D.C.
These offerings, which are developed and maintained by the Company, include
listings from the main YAHOO! service selected and organized on the basis of
regional focus, as well as aggregated local content, such as local news,
weather, traffic and Yellow pages listings licensed from third party content 
providers including local television and radio stations, newspapers and 
entertainment guides, and localized community features, such as bulletin 
boards, personals and classifieds listings.  In addition, the Company offers 
YAHOO! GET LOCAL (TM), which provides users with local online resources for more
than 30,000 U.S. cities, which are organized and presented to users on the 
basis of the user's zip-code.  The Company believes that these local 
properties provide local advertisers a cost-effective means of targeting 
their online audience, as well as allowing national advertisers to target key 
geographic markets.

SUBJECT-BASED PROPERTIES

     The Company has developed subject-based Internet properties, including 
YAHOO! SCOREBOARD (sports scores and information) and YAHOO! FINANCE (stock 
quotes and company and industry information).  The Company currently is 
developing a YAHOO! branded property focused on Internet resources for online 
shopping for goods and services and MTV/YAHOO!  UNFURLED (TM) focused on 
music-related Web resources, produced in conjunction with MTV Networks.  
Yahoo! intends to continue to seek relationships with leading content 
providers to develop additional Internet properties focused on interest areas 
that the Company believes to be desirable advertising vehicles.

DEMOGRAPHIC PROPERTIES

     The Company also has developed and offers online properties focused on
targeted demographic groups, initially children and women.  In March 1996, the
Company


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introduced YAHOOLIGANS! (TM), a version of YAHOO! designed for children aged 
7 to 12. The Web sites included in YAHOOLIGANS! are selected by professional 
educators as appropriate for children.  In January 1997, the Company, 
together with Wire Networks Inc.--the producers of Women's Wire, a leading 
interactive Web magazine for women -- launched BEATRICE'S WEB GUIDE (TM), an 
online property providing navigation and content targeted to women.  The 
Company seeks to develop additional Internet properties that are focused on 
specific demographic groups which provide attractive advertising 
opportunities.

PERSONALIZED INFORMATION SERVICES

     In July 1996, the Company launched MY YAHOO! (TM), a personalized Web
information service.  MY YAHOO! allows users to create a personal profile which
directly organizes and delivers to the user information of personal interest
such as personalized stock quotes, stock portfolio management, local and
national headlines, local and national weather and sports news, as well as the
user's favorite Web searches and YAHOO! categories.  The Company has developed a
universal registration system that permits YAHOO! users to easily use several
YAHOO! services under a single username, including MY YAHOO!, YAHOO! CHAT and
YAHOO! CLASSIFIEDS.  The Company also recently entered into an agreement to 
develop a property to be known as "NETSCAPE GUIDE BY YAHOO!", which will be a 
personalized navigation and information service made available in connection 
with Netscape's Web site and browser. See "Distribution Alliances -- Leading 
Web Sites and Browsers."

PRINT AND OTHER OFFLINE PROPERTIES

     The Company seeks to extend the "Yahoo!" brand into print and other 
offline media, primarily for the purpose of promoting the brand and creating 
greater demand for the Company's online properties.  The Company has entered 
into an agreement with Ziff-Davis Publishing Company, a subsidiary of 
SOFTBANK, for the publication of YAHOO! INTERNET LIFE (TM), a monthly print 
magazine companion to the online magazine.  The Company also has entered into 
a multiple-book publishing arrangement with IDG Books Worldwide, Inc., a 
leading publisher of computer books and magazines.  Under this agreement, 
several guides to the Internet have been published, including YAHOO! 
UNPLUGGED, YAHOO! WILD WEB RIDES, and YAHOOLIGANS! WAY COOL WEB SITES.  
Royalty revenues under these arrangements have been and are expected to 
continue to be nominal.

ADVERTISING SALES AND PRICING

     The Company has derived substantially all of its revenues to date from the
sale of advertisements and promotions on Yahoo! properties.  The Company's
advertising products currently consist primarily of banner advertisements that
appear on the top of pages within Yahoo! properties, as well as higher profile
promotional sponsorships that are typically focused on a particular event, such
as a sweepstakes.  Hypertext links are embedded in each banner advertisement to
provide the user with instant access to the advertiser's Web site, to obtain
additional information, or to purchase products and services.

     Although a substantial majority of advertising purchases on Yahoo!
properties are for general rotation on pages within the services, the Company
seeks to offer increasingly better targeted properties that will deliver greater
value to advertisers through more focused audiences.  By developing an extended
family of "Yahoo!" branded properties, the Company seeks to offer advertisers a
wide range of placement options.


6



     During the year ended December 31, 1996, SOFTBANK Corporation, a 36%
shareholder of the Company, purchased directly and through SOFTBANK affiliates
(including companies in which SOFTBANK has invested) $2,075,000 of advertising
at rates which are comparable with other large customers.

ADVERTISING SALES ORGANIZATION

     In late 1996, the Company established an internal sales force.  As of 
February 28, 1997, 21 advertising sales professionals were employed in six 
locations across the U.S., including Atlanta, Chicago, Dallas, Los Angeles, 
New York, and San Francisco.  SOFTBANK Interactive Marketing, a subsidiary of 
SOFTBANK, served as the Company's exclusive advertising sales representative 
through the end of 1996, and continues to represent a significant proportion 
of Yahoo!'s advertising sales.  The Company's advertising sales organization 
consults regularly with agencies and customers on design and placement of 
Web-based advertising, and provides clients with measurement and analysis of 
advertising effectiveness.

     In international markets, Yahoo!'s advertising sales are handled primarily
by the international affiliate responsible for localization and operation of the
service within the territory, with support and assistance from the Company's
internal sales representatives.

ADVERTISING PRICING

     The Company's contracts with advertisers typically guarantee the advertiser
a minimum number of "impressions," or times that an advertisement appears in
pages viewed  by users of Yahoo! properties.  Yahoo!'s standard rates for banner
advertisements currently range from $0.02 to $0.07 per impression, depending
upon location of the advertisement within Yahoo!'s properties and the extent to
which it is targeted for a particular audience.  Discounts may be provided from
standard rates for high volume, longer-term contracts.

     The Company also offers context-based keyword advertising, which permits
advertisers to target users based upon specified keywords that a user enters
when searching within YAHOO!.  For example, if a user enters the term
"automobile" or "car," an automobile manufacturer's advertisement could appear
on pages displaying the results of such a search.  The Company's standard rate
for context-based keyword advertisements currently ranges from $0.03 to $0.08
per impression.  Discounts may be provided from standard rates for high volume,
longer-term contracts.

     In addition to banner advertising, the Company offers premium positions on
the top page of Yahoo! properties that typically are used in connection with
promotions and special events.  The Company's strategy is to use these
sponsorship positions for high-profile promotions that can also result in
additional visibility and awareness for Yahoo!.  Promotions partners during 1996
included American Express, Citibank, Sony, Toyota, Wells Fargo, and Southwest
Airlines.  Yahoo! has also created special holiday- and event-oriented
promotional spaces for events such as New Year's Eve in Times Square, the Grammy
Awards, and the Presidential Inauguration.


7

STRATEGIC ALLIANCES

     In order to serve users more effectively and to extend the "Yahoo!" brand
to new media properties, the Company has entered into strategic relationships
with business partners who offer unique content, technology and distribution
capabilities.

CONTENT AND COMMERCE ALLIANCES

     Yahoo! has entered into strategic alliances with selected leading
providers--including Ziff-Davis, SOFTBANK, Rogers Communications, Reuters,
Granite Broadcasting, Women's Wire, MTV, and the Motley Fool--which permit the
Company to bring "Yahoo!"-branded, targeted media products to market more
quickly, while avoiding the cost of producing original editorial content.  The
Company's agreements with its third-party content providers typically provide
for the sharing of advertising revenues received from banners appearing on pages
with licensed content.

TECHNOLOGY ALLIANCES

     The Company supplements its Internet directory listings with full-text Web
search results provided by AltaVista, a division of Digital Equipment
Corporation, under a non-exclusive, multi-year agreement signed in July 1996.
The Company has agreed to share revenues from advertising on pages returning
results from Web-wide searches using the AltaVista search engine. YAHOO! users
continue to experience YAHOO!'S popular look and feel, directory services,
unique content and search results, while gaining the benefits of AltaVista's
powerful, comprehensive performance for full-text searching of the World Wide
Web.

DISTRIBUTION ALLIANCES

     In order to broaden YAHOO!'s user base, the Company has established
co-promotional relationships with commercial online services, Internet access
providers and operators of leading Web sites.  The Company believes these
arrangements are important to the promotion of YAHOO!, particularly among new
Web users who may first access the Web through these services or Web sites.
These co-promotional arrangements typically are terminable upon short or no
notice.

     LEADING WEB SITES AND BROWSERS.   The Company seeks to establish
co-promotional relationships with the operators of leading Web sites in order 
to draw additional users to YAHOO!.  In March 1997, the Company entered into 
an agreement with Netscape Communications Corporation whereby it will be 
designated as one of four "Premier Providers."  Under the terms of the 
agreement, the Company will be required to make minimum payments of 
$3,200,000 in cash and $1,500,000 in the Company's advertising services in 
return for certain minimum guaranteed exposures over the course of the 
one-year term of the agreement, which will commence in May of 1997.  To the 
extent that the minimum guaranteed exposures are exceeded, the Company is 
obligated to purchase additional traffic in return for additional payments of 
cash and the Company's advertising services.

    In March 1997, the Company entered into an agreement with Netscape 
Communications Corporation under which the Company will develop and operate 
an Internet information navigation service to be called "NETSCAPE GUIDE BY 
YAHOO!."  The personalized guide will be designed to provide Internet users 
with a central comprehensive source of sites, news and other valuable 
services on the Web.  NETSCAPE GUIDE BY YAHOO!  will be accessible through 
the Netscape Internet site and from the tool bar of Netscape Communicator by 
clicking on the "Guide" button or a comparably titled button.  The 
navigational service will provide users with central access to eight of the 
most popular information categories on the Web.  The agreement provides that 
revenue from advertising on the Guide, which will be managed by the Company, 
will be shared between the Company and Netscape.  Under the terms of this 
agreement, the Company will be required to make a one-time non-refundable 
trademark license fee payment of $5,000,000 in March 1997 and the Company 
will provide Netscape with guarantees against shared advertising revenues of 
$10,000,000 in the first year of the agreement and $15,000,000 in the second 
year of the agreement, subject in the second year to certain minimum levels 
of advertising impressions being reached on the Guide.  See "Risk Factors -- 
Risks Associated With NETSCAPE GUIDE BY YAHOO!."

     INTERNET ACCESS PROVIDERS.  The Company also has relationships with
companies such as Pacific Bell, US West, WebTV, and Bell South under which these
Internet access

8



providers feature YAHOO! as a key navigational tool and engage in certain
promotional activities.

OPERATIONS AND TECHNOLOGY

     The Company makes YAHOO! available to users through a set of network
servers operating with public domain server software that has been optimized
internally to provide an efficient and responsive user experience.  The Company
has developed a set of proprietary database tools that it uses to maintain and
update directory listings on YAHOO! and other directory properties.
Substantially all of the listings on YAHOO! are submitted by Web site
developers.  The Company's "surfers" review submissions and categorize them into
appropriate category headings.  The Company also uses automated systems to
regularly check Web sites in the YAHOO! directory listings, and to remove sites
that are no longer available.

     YAHOO! includes an internally developed responsive keyword search function
that is used to locate listings within the directory.  This search function not
only returns relevant Web site listings but also appropriate category headings,
which link to further listings that may be relevant to the user's query.  In
establishing other media properties, including international versions of YAHOO!,
the Company licenses its directory and search tools to affiliates that operate
and maintain these properties.  The Company has also internally developed an
extensive classifieds system capable of listing and searching millions of items
in multiple categories.  Additionally, Yahoo! has internally developed a
personalization system, MY YAHOO!, to allow users to customize and localize the
information they would normally view like stock quotes, sports scores, and
weather.

     The Company utilizes the Web-wide searching technology and Web index from
AltaVista, under a multi-year agreement.  Yahoo! features AltaVista as its
preferred search engine, with the results displayed on the YAHOO! web site.
YAHOO! users continue to experience YAHOO!'S popular look and feel, directory
services, unique content and search results, while gaining the benefits of
AltaVista's powerful, comprehensive performance for full-text searching of the
World Wide Web.

COMPETITION

     The market for Internet products and services is highly competitive and
competition is expected to continue to increase significantly.  In addition, the
Company expects the market for Web-based advertising, to the extent it continues
to develop, to be intensely competitive.  There are no substantial barriers to
entry in these markets, and the Company expects that competition will continue
to intensify.  Although the Company believes that the diverse segments of the
Internet market will provide opportunities for more than one supplier of
products and services similar to those of the Company, it is possible that a
single supplier may dominate one or more market segments.

     The Company competes with many other providers of online navigation, 
information and community services.  Many companies offer competitive 
products or services addressing Web navigation services, including, among 
others, Digital Equipment Corporation (AltaVista), Excite, Inc. (including 
WebCrawler and NetFind), Infoseek Corporation, Inktomi, Lycos, Inc. (Lycos 
and A2Z), Open Text Corporation (Open Text Index) and Wired


9



(hotbot).  In addition, the Company competes with metasearch services and 
software applications, such as C|NET's search.com service, that allow a user 
to search the databases of several directories and catalogs simultaneously.  
The Company also competes indirectly with database vendors that offer 
information search and retrieval capabilities with their core database 
products.  The Company also faces competition from providers of Web browser 
software and other Internet products and services that incorporate search and 
retrieval features into their offerings.  For example, Web browsers offered 
by Netscape and Microsoft, which are the most widely used browsers, may 
incorporate prominent search buttons or similar features that direct search 
traffic to competing services.  In addition, entities that sponsor or 
maintain high-traffic Web sites, such as the Regional Bell Operating 
Companies, could develop or acquire Internet search and navigation functions 
that compete with those offered by the Company.  A large number of Web sites 
and online services (including, among others, the Microsoft Network, America 
Online ("AOL"), and other Web navigation companies such as Excite, Lycos and 
Infoseek) offer informational and community features, such as news, stock 
quotes, sports coverage, Yellow Pages and e-mail listings, weather news, chat 
services and bulletin board listings, that are competitive with the services 
offered by the Company.  Several companies, including large companies such as 
Microsoft and AOL and their affiliates, also are developing or currently 
offer online information services for local markets, which compete with the 
Company's regional Yahoo! online properties.  The Company also faces intense 
competition for "Yahoo!" branded online properties in international markets, 
including competition from U.S.-based competitors as well as media and online 
companies that are already well established in those foreign markets.  Many 
of the Company's existing competitors, as well as a number of potential new 
competitors, have significantly greater financial, technical and marketing 
resources than the Company.  In addition, providers of Internet tools and 
services may be acquired by, receive investments from or enter into other 
commercial relationships with larger, well-established and well-financed 
companies, such as Microsoft or Netscape.  For example, AOL is a significant 
shareholder of Excite, and Excite has been designated as the exclusive 
Internet search service for use by AOL's subscribers.  Greater competition 
resulting from such relationships could have a material adverse effect on the 
Company's business, operating results and financial condition.

     In the future, the Company expects to face competition in the various 
special interest, demographic and geographic markets addressed by media 
properties that are under development.  This competition may include 
companies that are larger and better capitalized than the Company and that 
have expertise and established brand recognition in these markets.  There can 
be no assurance that the Company's competitors will not develop Internet 
products and services that are superior to those of the Company or that 
achieve greater market acceptance than the Company's offerings.  Moreover, a 
number of the Company's current advertising customers, licensees and partners 
have also established relationships with certain of the Company's 
competitors, and future advertising customers, licensees and partners may 
establish similar relationships.

     The Company also competes with online services and other Web site 
operators, as well as traditional offline media such as television, radio and 
print for a share of advertisers' total advertising budgets.  The Company 
believes that the number of companies selling Web-based advertising and the 
available inventory of advertising space have increased substantially during 
the past year. Accordingly, the Company may face increased pricing pressure 
for the sale of advertisements. There can be no assurance that the Company 
will be able to compete successfully against its current or future 
competitors or that competition will not have a


10



material adverse effect on the Company's business, operating results and
financial condition.

     The Company believes that the principal competitive factors in its markets
are brand recognition, ease of use, comprehensiveness, independence, quality and
responsiveness of search results and the availability of targeted content and
focused value added products and services.  Competition among current and future
suppliers of Internet navigational and informational services, high-traffic Web
sites, as well as competition with other media for advertising placements, could
result in significant price competition and reductions in advertising revenues.
Moreover, many of the Company's current and potential competitors have
significantly greater financial, technical, marketing and other resources than
the Company.  There can be no assurance that the Company will be able to compete
successfully against current and future sources of competition or that the
competitive pressures faced by the Company will not have a material adverse
effect on the Company's business, operating results and financial condition.

PROPRIETARY RIGHTS

     The Company regards its copyrights, trademarks, trade dress, trade secrets
and similar intellectual property as critical to its success, and the Company
relies upon trademark and copyright law, trade secret protection and
confidentiality and/or license agreements with its employees, customers,
partners and others to protect its proprietary rights.  The Company pursues the
registration of its trademarks in the United States and (based upon anticipated
use) internationally, and has applied for the registration of a number of its
trademarks, including "Yahoo!" and "Yahooligans!."  Effective trademark,
copyright and trade secret protection may not be available in every country in
which the Company's products and media properties are distributed or made
available through the Internet.  The Company has licensed in the past, and it
expects that it may license in the future, elements of its distinctive
trademarks, trade dress and similar proprietary rights to third parties,
including in connection with branded mirror sites of YAHOO! and other media
properties that may be controlled operationally by third parties.  Substantially
all content appearing in the Company's online properties, such as news, weather,
sports scores and stock quotes, is licensed from third parties under short-term
agreements.

EMPLOYEES

     As of December 31, 1996, the Company had 155 full-time employees, including
44 "surfers" involved in the classification and organization of listings within
YAHOO!, 58  in sales and marketing, 17 in administration and finance, and 35 in
research and product development.  Yahoo!'s future success is substantially
dependent on the performance of its senior management and key technical
personnel, and its continuing ability to attract and retain highly qualified
technical and managerial personnel.

RISK FACTORS

     In addition to the other information in this Report, the following factors
should be considered carefully in evaluating the Company's business and
prospects:


11



EXTREMELY LIMITED OPERATING HISTORY; ANTICIPATED LOSSES

     The Company was incorporated in March 1995 and did not commence generating
advertising revenues until August 1995.  Accordingly, the Company has a limited
operating history upon which an evaluation of the Company can be based, and its
prospects are subject to the risks, expenses and uncertainties frequently
encountered by companies in the new and rapidly evolving markets for Internet
products and services, including the Web-based advertising market.
Specifically, such risks include, without limitation, the failure to continue to
develop and extend the "Yahoo!" brand, the failure to develop new media
properties, the failure to effectively develop and implement the NETSCAPE 
GUIDE BY YAHOO!, the rejection of the Company's services by Web consumers 
and/or advertisers, the inability of the Company to maintain and increase the 
levels of traffic on Yahoo! properties, the development of equal or superior 
services or products by competitors, the failure of the market to adopt the 
Web as an advertising medium, the failure to successfully sell Web-based 
advertising through the Company's recently developed internal sales force, 
potential reductions in market prices for Web-based advertising, the 
inability of the Company to effectively integrate the technology and 
operations or any other acquired businesses or technologies with its 
operations, and the inability to identify, attract, retain and motivate 
qualified personnel.  There can be no assurance that the Company will be 
successful in addressing such risks.  As of December 31, 1996, the Company 
had an accumulated deficit of $2,968,000.  The extremely limited operating 
history of the Company and the uncertain nature of the markets addressed by 
the Company make the prediction of future results of operations difficult or 
impossible and, therefore, the recent revenue growth experienced by the 
Company should not be taken as indicative of the rate of revenue growth, if 
any, that can be expected in the future.  The Company believes that period to 
period comparisons of its operating results are not meaningful and that the 
results for any period should not be relied upon as an indication of future 
performance.  Although the Company reported a nominal profit for the quarter 
ended December 31, 1996, the Company currently expects to significantly 
increase its operating expenses to expand its sales and marketing operations, 
to fund greater levels of product development and to develop and 
commercialize additional media properties.  The Company also has made $25 
million in advertising revenue guarantees to Netscape over the next two years 
in connection with a co-branded navigational service to be developed and 
operated by the Company under an agreement with Netscape.  See "Risks 
Associated With NETSCAPE GUIDE BY YAHOO!". As a result of these factors, there 
can be no assurance that the Company will not incur significant losses on a 
quarterly and annual basis for the foreseeable future.


FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

     As a result of the Company's extremely limited operating history, the 
Company does not have historical financial data for a significant number of 
periods on which to base planned operating expenses.  The Company derives 
substantially all of its revenues from the sale of advertisements under 
short-term contracts, which are difficult to forecast accurately.  The 
Company's expense levels are based in part on its expectations concerning 
future revenue and to a large extent are fixed.  The Company also has fixed 
expenses in the form of prepaid license fees and advertising revenue 
guarantees of up to $30 million over the next two years relating to the 
NETSCAPE GUIDE BY YAHOO!, which subject the Company to additional risk in the 
event that advertising revenues from this property are not sufficient to 
offset guaranteed payments and related operating expenses. Quarterly revenues 
and operating results depend substantially upon the advertising revenues 
received within the quarter, which are difficult to forecast accurately.  
Accordingly, the cancellation or deferral of a small number of advertising 
contracts could have a material adverse effect on the Company's business, 
results of operations and financial condition.  The Company may be unable to 
adjust spending in a timely manner to compensate for any unexpected revenue 
shortfall, and any significant shortfall in revenue in relation to the 
Company's


12



expectations would have an immediate adverse effect on the Company's 
business, operating results and financial condition.  In addition, the 
Company plans to continue to significantly increase its operating expenses to 
expand its sales and marketing operations, to continue to develop and extend 
the "Yahoo!" brand, to develop and implement the NETSCAPE GUIDE BY YAHOO!, to 
fund greater levels of product development and to develop and commercialize 
additional media properties.  To the extent that such expenses precede or are 
not subsequently followed by increased revenues, the Company's business, 
operating results and financial condition will be materially and adversely 
affected.

     The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control.  These factors include the level of usage of the Internet, demand for
Internet advertising, seasonal trends in Internet usage and advertising
placements, the addition or loss of advertisers, the level of user traffic on
YAHOO! and the Company's other online media properties, the advertising
budgeting cycles of individual advertisers, the amount and timing of capital
expenditures and other costs relating to the expansion of the Company's
operations, the introduction of new products or services by the Company or its
competitors, pricing changes for Web-based advertising, technical difficulties
with respect to the use of YAHOO! or other media properties developed by the
Company, incurrence of costs relating to acquisitions, general economic
conditions and economic conditions specific to the Internet and online media.
As a strategic response to changes in the competitive environment, the Company
may from time to time make certain pricing, service or marketing decisions or
business combinations that could have a material adverse effect on the Company's
business, results of operations and financial condition.  The Company also has
experienced, and expects to continue to experience, seasonality in its business,
with user traffic on YAHOO! and the Company's other online media properties
being lower during the summer and year-end vacation and holiday periods, when
usage of the Web and the Company's services typically decline.  Additionally,
seasonality may also affect the amount of customer advertising dollars placed
with the Company in the first and third calendar quarters as advertisers
historically spend less during these quarters.

     Due to all of the foregoing factors, in some future quarter the Company's
operating results may fall below the expectations of securities analysts and
investors.  In such event, the trading price of the Company's Common Stock would
likely be materially and adversely affected.

RISKS ASSOCIATED WITH NETSCAPE GUIDE BY YAHOO!

     In March 1997, the Company entered into an agreement to develop and 
operate an Internet information navigation service to be called "NETSCAPE 
GUIDE BY YAHOO!."  The personalized guide will be designed to provide Internet 
users with a central comprehensive source of sites, news and other valuable 
services on the Web.  NETSCAPE GUIDE BY YAHOO! will be accessible through the 
Netscape Internet site and from the tool bar of Netscape Communicator by 
clicking on the "Guide" button or a comparably titled button.  The agreement 
provides that revenue from advertising on the Guide, which will be managed by 
the Company, will be shared between the Company and Netscape.  Under the 
terms of this agreement, the Company will be required to make a one-time 
non-refundable trademark license fee payment of $5,000,000 in March 1997 and 
the Company will provide Netscape with guarantees against shared advertising 
revenues of $10,000,000 in the first year of the agreement and $15,000,000 in 
the second year of the agreement, subject in the second year to certain 
minimum levels of advertising impressions being reached on the Guide.

     The Netscape Guide agreement exposes the Company to a number of 
significant risks and uncertainties, including, without limitation:  the risk 
that the Company and its sales agents will fail to generate sufficient 
advertising revenue to offset the initial and future guaranteed payments to 
Netscape, including any failure that results from negative trends in the 
Web-based advertising business (such as price erosion) or the inability of 
the Company and its agents to rapidly expand their advertising sales and 
management efforts to match the additional inventory currently anticipated 
from the Guide; the risk that projected user traffic levels for the Guide 
will not be achieved, which could occur as a result of several factors, such 
as the Company's failure to successfully implement or market the Guide or to 
provide a compelling user experience, the effect of competitive personalized 
information services from other parties, or declines or slower growth in the 
number of users of Netscape's browser products, particularly as a result of 
increased competition from Microsoft Corporation products, such as Internet 
Explorer; the risk that the Netscape Guide and any related services will 
divert substantial user traffic away from the Company's other online media 
properties, including the YAHOO! main site and the MY YAHOO! personalized 
information service, and thus reduce the Company's advertising revenues from 
such other services (which are not subject to the revenue sharing 
arrangements with Netscape), and potentially dilute the strength of the 
Company's "Yahoo!" brand; the risk that Netscape does not elect to renew the 
agreement at the end of the two year term, after which the agreement permits 
Netscape to use certain elements of the user interface developed by the 
Company without payment of any consideration to the Company; and the risk 
that the Company will not effectively manage the substantial additional 
complexity and scope of operations required for successful development and 
operation of the Guide, including, among others, the difficulties associated 
with higher levels of user traffic and challenges in licensing and 
integrating content from a large number of third party content providers on 
acceptable terms.  As a result of the foregoing factors, there can be no 
assurance that the Company will implement the Guide successfully, or that the 
Guide activities will not have a material adverse effect on the Company's 
business, operating results or financial condition.

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET

     The Company's future success is substantially dependent upon continued
growth in the use of the Internet and the Web in order to support the sale of
advertising on the Company's online media properties.  Rapid growth in the use
of and interest in the Internet and the Web is a recent phenomenon.  There can
be no assurance that communication or commerce over the Internet will become
widespread or that extensive content will continue to be provided over the
Internet.  The Internet may not prove to be a viable commercial marketplace for
a number of reasons, including potentially inadequate development of the
necessary infrastructure, such as a reliable network backbone, or timely
development and commercialization of performance improvements, including high


13



speed modems.  In addition, to the extent that the Internet continues to
experience significant growth in the number of users and level of use, there can
be no assurance that the Internet infrastructure will continue to be able to
support the demands placed upon it by such potential growth or that the
performance or reliability of the Web will not be adversely affected by this
continued growth.  In addition, the Internet could lose its viability due to
delays in the development or adoption of new standards and protocols required to
handle increased levels of Internet activity, or due to increased governmental
regulation.  Changes in or insufficient availability of telecommunications
services to support the Internet also could result in slower response times and
adversely affect usage of the Web and the Company's online media properties.  If
use of the Internet does not continue to grow, or if the Internet infrastructure
does not effectively support growth that may occur, the Company's business,
operating results and financial condition would be materially and adversely
affected.

DEVELOPING MARKET; UNPROVEN ACCEPTANCE OF THE COMPANY'S PRODUCTS AND MEDIA
PROPERTIES

     The markets for the Company's products and media properties have only
recently begun to develop, are rapidly evolving and are characterized by an
increasing number of market entrants who have introduced or developed
information navigation products and services for use on the Internet and the
Web.  As is typical in the case of a new and rapidly evolving industry, demand
and market acceptance for recently introduced products and services are subject
to a high level of uncertainty and risk.  Because the market for the Company's
products and media properties is new and evolving, it is difficult to predict
the future growth rate, if any, and size of this market.  There can be no
assurance either that the market for the Company's products and media properties
will develop or that demand for the Company's products or media properties will
emerge or become sustainable.  The Company's ability to successfully develop
additional targeted media properties depends substantially on use of the YAHOO!
main site to promote such properties.  If use of YAHOO! fails to continue to
grow, the Company's ability to establish other targeted properties would be
materially and adversely affected.  If the market fails to develop, develops
more slowly than expected or becomes saturated with competitors, or if the
Company's products and media properties do not achieve or sustain market
acceptance, the Company's business, operating results and financial condition
will be materially and adversely affected.

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

     The Company believes that establishing and maintaining the "Yahoo!" brand
is a critical aspect of its efforts to attract and expand its Internet audience
and that the importance of brand recognition will increase due to the growing
number of Internet sites and the relatively low barriers to entry.  Promotion
and enhancement of the "Yahoo!" brand will depend largely on the Company's
success in providing high quality products and services, which cannot be
assured.  If consumers do not perceive the Company's existing products and
services to be of high quality, or if the Company introduces new products and
services or enters into new business ventures that are not favorably received by
consumers,  the Company will be unsuccessful in promoting and maintaining its
brand, and will risk diluting its brand and decreasing the attractiveness of its
audiences to


14



advertisers.  Furthermore, in order to attract and retain Internet users and to
promote and maintain the "Yahoo!" brand in response to competitive pressures,
the Company may find it necessary to increase substantially its financial
commitment to creating and maintaining a distinct brand loyalty among consumers.
If the Company is unable to provide high quality products and services or
otherwise fails to promote and maintain its brand, or if the Company incurs
excessive expenses in an attempt to improve its products and services or promote
and maintain its brand, the Company's business, operating results and financial
condition will be materially and adversely affected.

RELIANCE ON ADVERTISING REVENUES AND UNCERTAIN ADOPTION OF THE WEB AS AN
ADVERTISING MEDIUM

     The Company derives substantially all of its revenues from the sale of
advertisements on its Web pages under short-term contracts, and expects to
continue to do so for the foreseeable future.  Most of the Company's advertising
customers have only limited experience with the Web as an advertising medium,
have not devoted a significant portion of their advertising expenditures to Web-
based advertising and may not find such advertising to be effective for
promoting their products and services relative to traditional print and
broadcast media.  The Company's ability to generate significant advertising
revenues will depend upon, among other things, advertisers' acceptance of the
Web as an effective and sustainable advertising medium, the development of a
large base of users of the Company's services possessing demographic
characteristics attractive to advertisers, and the ability of the Company to
develop and update effective advertising delivery and measurement systems.  No
standards have yet been widely accepted for the measurement of the effectiveness
of Web-based advertising, and there can be no assurance that such standards will
develop sufficiently to support Web-based advertising as a significant
advertising medium.  Certain advertising filter software programs are available
that limit or remove advertising from an Internet user's desktop.  Such
software, if generally adopted by users, may have a materially adverse effect
upon the viability of advertising on the Internet.  The Company also recently
completed the transition from a third-party advertising sales agent to internal
advertising sales personnel, which involves additional risks and uncertainties,
including (among others) risks associated with the recruitment, retention,
management, training and motivation of sales personnel.  As a result of these
factors, there can be no assurance that the Company will sustain or increase
current advertising sales levels.  Failure to so will have a material adverse
effect on the Company's business, operating results and financial position.

     In addition, there is intense competition in the sale of advertising on the
Internet, including competition from other Internet navigational tools as well
as other high-traffic sites, which has resulted in a wide range of rates quoted
by different vendors for a variety of advertising services, which makes it
difficult to project future levels of Internet advertising revenues that will be
realized generally or by any specific company.  Competition among current and
future suppliers of Internet navigational services or Web sites, as well as
competition with other traditional media for advertising placements, could
result in significant price competition and reductions in advertising revenues.
There also can be no assurance that the Company's advertising customers will
accept the internal and third-party measurements of impressions received by
advertisements on


15



YAHOO!, the Company's online media properties, or that such measurements will
not contain errors.

SUBSTANTIAL DEPENDENCE UPON THIRD PARTIES

     The Company depends substantially upon third parties for several critical
elements of its business including, among others, technology and infrastructure,
development of targeted content for localized Internet navigational guides,
distribution activities and advertising sales.

     TECHNOLOGY AND INFRASTRUCTURE

     The Company supplements its Internet directory listings with full-text Web
search results provided by AltaVista, a division of Digital Equipment
Corporation ("Digital"), under a non-exclusive agreement.  The Company believes
that these search results provide a key competitive element for its Internet
navigation services.  The Company therefore depends substantially upon ongoing
maintenance and technical support from Digital to ensure accurate and rapid
presentation of such search results to the Company's customers.  Any failure of
Digital to effectively provide such search results could have a material adverse
effect on the Company's business, operating results and financial condition.  In
addition, any termination of the agreement with Digital or Digital's failure to
renew such agreement upon expiration could result in substantial additional
costs to the Company in developing or licensing replacement technology, and
could result in a loss of levels of use of the Company's navigational services.
The Company also relies on a private third party provider, I-Systems, Inc.
("ISI"), to provide the Company with access to three partial T3 (45 megabit per
second) Internet connections.  Any disruption in the Internet access provided by
ISI or any failure of ISI to handle current or higher volumes of queries could
have a material adverse effect on the Company's business, operating results and
financial condition.  The Company also licenses technology and related databases
from third parties for certain elements of  Yahoo! properties, including, among
others, technology underlying chat services, street mapping, telephone and e-
mail listings and similar services.  Any errors, failures or delays 
experienced in connection with these third party technologies and information 
services could negatively impact the Company's relationship with users and 
adversely affect the Company's brand and its business.

     CONTENT DEVELOPMENT

     A key element of the Company's strategy involves the implementation of
Yahoo! branded media properties targeted for interest areas, demographic groups
and geographic areas.  In these efforts, the Company has relied and will
continue to rely substantially on content development and localization efforts
of third parties.  For example, the Company has entered into an agreement with
Ziff-Davis pursuant to which Ziff-Davis publishes two online publications and a
print magazine under the "Yahoo!" brand.  The Company also expects to rely
exclusively on third party affiliates, including SOFTBANK in Japan, Rogers
Communications ("Rogers") in Canada, and Ziff-Davis in European countries to
localize, maintain and promote these services and to sell advertising in local
markets.  There can be no assurance that the Company's current or future third-
party affiliates will effectively implement these properties, or that their
efforts will result in significant revenue to the Company.  Any failure of these
parties to develop and maintain high-quality and successful media properties
also could result in dilution to the "Yahoo!"


16



brand, which could have a material adverse effect on the Company's business,
results of operations and financial condition.

     DISTRIBUTION RELATIONSHIPS

     The Company has entered into certain distribution agreements and 
informal relationships with software vendors and operators of online networks 
and leading Web sites, such as Microsoft Corporation ("Microsoft") and 
Netscape.  The Company believes these arrangements are important to the 
promotion of the Company's online media properties particularly among new Web 
users who may first access the Web through these services or Web sites.  The 
Company's business relationships with these companies consist of cooperative 
marketing programs and licenses to include YAHOO! in online networks or 
services offered by these parties, which are intended to increase the use and 
visibility of YAHOO!.  These distribution arrangements typically are not 
exclusive, and may be terminable upon little or no notice. Third parties that 
provide distribution channels for the Company may also assess fees or 
otherwise impose additional conditions on the listing of YAHOO! or other 
online properties of the Company, such as Netscape's requirement of payments 
for placement of YAHOO! on the "Net Search" Web page accessible from a button 
on the Netscape Web browser for a twelve month period beginning in April 
1996, and the similar one-year agreement commencing May 1997, which involves 
minimum payments of $3.2 million in cash and $1.5 million in barter 
advertising.  The Company also recently entered into an agreement with 
Netscape to develop and operate a property to be accessible from the Netscape 
browser.  See "Risks Associated With NETSCAPE GUIDE BY YAHOO!."  In addition, 
these companies may terminate or reduce their joint marketing activities with 
the Company, or develop and market their own Internet navigational guides or 
those of the Company's competitors. Any such events could have a material 
adverse effect on the Company's business, results of operations and financial 
condition.

     THIRD PARTY ADVERTISING SALES AGENTS

     Although the Company has recently established an internal sales force, the
Company continues to rely on a third party sales representative firm, SOFTBANK
Interactive Marketing, Inc. ("SIM") for the sale of a substantial amount of
advertising.  The Company also relies and expects to continue to rely on third
parties to sell advertising on mirror sites of YAHOO! and targeted media
products, particularly versions of YAHOO! that are localized for international
markets.  There can be no assurance that the Company's advertising
representatives will achieve the Company's advertising sales objectives, or 
that such advertising sales will be sufficient to offset advertising revenue 
guarantees that the Company may make to third parties, such as the 
advertising revenues made to Netscape in connection with the NETSCAPE GUIDE 
BY YAHOO!.  Because advertising sales have constituted and are expected to 
continue to constitute substantially all of the Company's revenues, any 
failure of the Company's third party sales representatives to achieve 
successful advertising sales could have a material adverse effect on the 
Company's business, operating results and financial condition.

ENHANCEMENT OF YAHOO! MAIN SITE AND DEVELOPMENT OF NEW MEDIA PROPERTIES

     To remain competitive, the Company must continue to enhance and improve the
responsiveness, functionality, features and content of the YAHOO! main site, as
well as the Company's other branded media properties, such as the NETSCAPE 
GUIDE BY YAHOO!.  There can be no assurance that the Company will be able to 
successfully maintain competitive user response time or implement new 
features and functions, such as greater levels of user personalization, 
localized content filter and information delivery through "push" methods, 
which will involve the development of increasingly complex technologies.


17



     The Company's future success also depends in part upon the timely
processing of Web site listings submitted by users and Web content providers,
which have increased substantially in recent periods.  The Company has from time
to time experienced significant delays in the processing of submissions, and
further delays could have a material adverse effect on the Company's goodwill
among Web users and content providers, and on the Company's business.

     A key element of the Company's business strategy is the development and
introduction of new YAHOO! branded navigational products targeted for specific
interest areas, user groups with particular demographic characteristics and
geographic areas.  There can be no assurance that the Company will be successful
in developing, introducing and marketing such products or media properties or
that such products and media properties will achieve market acceptance, enhance
the Company's brand name recognition or increase traffic on Yahoo!'s online
properties.  The Company depends substantially on third party efforts in the
development and peration of these new media properties.  The introduction of 
new media properties also may be subject to delays that may negatively affect 
advertising revenues and the Company's competitive position. Furthermore,
enhancements of or improvements to YAHOO! or new media properties may contain
undetected errors that require significant design modifications, resulting in a
loss of customer confidence and user support and a decrease in the value of the
Company's brand name recognition.  Any failure of the Company to effectively
develop and introduce these properties, or failure of such properties to achieve
market acceptance, could adversely affect the Company's business, results of
operations and financial condition.

TECHNOLOGICAL CHANGE

     The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and customer demands,
and frequent new product introductions and enhancements.  These market
characteristics are exacerbated by the emerging nature of this market and the
fact that many companies are expected to introduce new Internet products and
services in the near future.  The Company's future success will depend in
significant part on its ability to continually improve the performance, features
and reliability of YAHOO! and other properties in response to both evolving
demands of the marketplace and competitive product offerings, and there can be
no assurance that the Company will be successful in doing so.  In addition, the
widespread adoption of new Web functionality through developments such as the
Java programming language and increasingly personalized information filtering
and delivery could require fundamental changes in the Company's services and
could fundamentally affect the nature, viability and measurability of Web-based
advertising, which could adversely affect the Company's business, operating
results and financial condition.


18


MANAGEMENT OF POTENTIAL GROWTH

     The Company's recent growth has placed, and is expected to continue to
place, a significant strain on its managerial, operational and financial
resources.  To manage its potential growth, the Company must continue to
implement and improve its operational and financial systems and to expand, train
and manage its employee base.  The Company also currently intends to establish
mirror, or duplicate, sites in other geographic locations, which will create
additional operational and management complexities, including the need for
continual updating and maintenance of directory listings among geographically
dispersed network servers.  The Company also expects that its operational and 
management systems will face additional strain as a result of the development 
and operation of the NETSCAPE GUIDE BY YAHOO!.  See "Risks Associated with 
NETSCAPE GUIDE BY YAHOO!".  The process of managing advertising within large, 
high traffic Web sites such as YAHOO! is an increasingly important and 
complex task.  The Company relies on both internal and licensed third party 
advertising inventory management and analysis systems.  To the extent that 
any extended failure of the Company's advertising management system results 
in incorrect advertising insertions, the Company may be exposed to "make 
good" obligations with its advertising customers, which, by displacing 
advertising inventory, could defer advertising revenues and thereby have a 
material adverse effect on the Company's business, operating results and 
financial condition.  There can be no assurance that the Company will be able 
to effectively manage the expansion of its operations, that the Company's 
systems, procedures or controls will be adequate to support the Company's 
operations or that Company management will be able to achieve the rapid 
execution necessary to fully exploit the market opportunity for the Company's 
products and media properties.  Any inability to effectively manage growth, 
if any, could have a material adverse effect on the Company's business, 
operating results and financial condition.

RISK OF CAPACITY CONSTRAINTS AND SYSTEMS FAILURES

     A key element of the Company's strategy is to generate a high volume of use
of its online media properties.  Accordingly, the performance of the Company's
online media properties is critical to the Company's reputation, its ability to
attract advertisers to the Company's Web sites and to achieve market acceptance
of these products and media


19



properties.  Any system failure that causes interruption or an increase in
response time of the Company's products and media properties could result in
less traffic to the Company's Web sites and, if sustained or repeated, could
reduce the attractiveness of the Company's products and media properties to
advertisers and licensees.  An increase in the volume of queries conducted
through the Company's products and media properties could strain the capacity of
the software or hardware deployed by the Company, which could lead to slower
response time or system failures, and adversely affect the number of impressions
received by advertising and thus the Company's advertising revenues.  In
addition, as the number of Web pages and users increase, there can be no
assurance that the Company's products and media properties and infrastructure
will be able to scale accordingly.  The Company also faces technical challenges
associated with higher levels of personalization and localization of content
delivered to users of its services, which adds strain to the Company's
development and operational resources.  The Company is also dependent upon Web
browsers and Internet and online service providers for access to its products
and media properties.  In particular, a private third party provider, ISI,
provides the Company with access to three partial T3 (45 megabit per second)
Internet connections.  In the past, users have occasionally experienced
difficulties due to system failures, including failures unrelated to the
Company's systems.  Any disruption in the Internet access provided by ISI or any
failure of ISI to handle higher volumes of user traffic could have a material
adverse effect on the Company's business, operating results and financial
condition.  Furthermore, the Company is dependent on hardware suppliers for
prompt delivery, installation and service of servers and other equipment used to
deliver the Company's products and services.

     The Company's operations are dependent in part upon its ability to protect
its operating systems against physical damage from fire, floods, earthquakes,
power loss, telecommunications failures, break-ins and similar events.  The
Company does not presently have redundant, multiple site capacity in the event
of any such occurrence.  Despite the implementation of network security measures
by the Company, its servers are vulnerable to computer viruses, break-ins and
similar disruptions from unauthorized tampering with the Company's computer
systems.  The occurrence of any of these events could result in interruptions,
delays or cessations in service to users of the Company's products and media
properties, which could have a material adverse effect on the Company's
business, operating results and financial condition.

INTEGRATION OF POTENTIAL ACQUISITIONS

     During 1996, the Company formed a number of joint ventures.  As part of its
business strategy, the Company expects to enter into further business
combinations and/or make significant investments in, complementary companies,
products or technologies.  Any such transactions would be accompanied by the
risks commonly encountered in such transactions.  Such risks include, among
other things, the difficulty of assimilating the operations and personnel of the
acquired companies, the potential disruption of the Company's ongoing business,
the inability of management to maximize the financial and strategic position of
the Company through the successful incorporation of acquired technology or
content and rights into the Company's products and media properties, the
difficulties of integrating personnel of acquired entities, additional expenses
associated with amortization of acquired intangible assets, the maintenance of


20



uniform standards, controls, procedures and policies, the impairment of
relationships with employees and customers as a result of any integration of new
management personnel, and the potential unknown liabilities associated with
acquired businesses.  There can be no assurance that the Company would be
successful in overcoming these risks or any other problems encountered in
connection with such acquisitions.

TRADEMARKS AND PROPRIETARY RIGHTS

     The Company regards its copyrights, trademarks, trade dress, trade secrets
and similar intellectual property as critical to its success, and the Company
relies upon trademark and copyright law, trade secret protection and
confidentiality and/or license agreements with its employees, customers,
partners and others to protect its proprietary rights.  The Company pursues the
registration of its trademarks in the United States and (based upon anticipated
use) internationally, and has applied for the registration of certain of its
trademarks, including "Yahoo!" and "Yahooligans!."  Effective trademark,
copyright and trade secret protection may not be available in every country in
which the Company's products and media properties are distributed or made
available through the Internet.  The Company has licensed in the past, and it
expects that it may license in the future, elements of its distinctive
trademarks, trade dress and similar proprietary rights to third parties,
including in connection with branded mirror sites of YAHOO! and other media
properties that may be controlled operationally by third parties.  While the
Company attempts to ensure that the quality of its brand is maintained by such
licensees, no assurances can be given that such licensees will not take actions
that could materially and adversely affect the value of the Company's
proprietary rights or the reputation of its products and media properties,
either of which could have a material adverse effect on the Company's business.
Also, the Company is aware that third parties have from time to time copied
significant portions of YAHOO! directory listings for use in competitive
Internet navigational tools and services, and there can be no assurance that the
distinctive elements of YAHOO! will be protectible under copyright law.  There
can be no assurance that the steps taken by the Company to protect its
proprietary rights will be adequate or that third parties will not infringe or
misappropriate the Company's copyrights, trademarks, trade dress and similar
proprietary rights.  In addition, there can be no assurance that other parties
will not assert infringement claims against the Company.

     Many parties are actively developing search, indexing and related Web
technologies at the present time.  The Company believes that such parties have
taken and will continue to take steps to protect these technologies, including
seeking patent protection.  As a result, the Company believes that disputes
regarding the ownership of such technologies are likely to arise in the future.

     From time to time the Company has been, and expects to continue to be,
subject to legal proceedings and claims in the ordinary course of its business,
including claims of alleged infringement of the trademarks and other
intellectual property rights of third parties by the Company and its licensees.
Such claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources.  As of the date of this Report,
the Company is not aware of any legal proceedings or claims that the


21



Company believes will have, individually or in the aggregate, a material adverse
effect on the Company's financial position or results of operations.

DEPENDENCE ON KEY PERSONNEL

     The Company's performance is substantially dependent on the performance of
its senior management and key technical personnel.  In particular, the Company's
success depends substantially on the continued efforts of its senior management
team, which currently is composed of a small number of individuals who only
recently joined the Company.  The Company does not carry key person life
insurance on any of its senior management personnel.  The loss of the services
of any of its executive officers or other key employees could have a material
adverse effect on the business, operating results and financial condition of the
Company.

     The Company's future success also depends on its continuing ability to
attract and retain highly qualified technical and managerial personnel.
Competition for such personnel is intense and there can be no assurance that the
Company will be able to retain its key managerial and technical employees or
that it will be able to attract and retain additional highly qualified technical
and managerial personnel in the future.  The inability to attract and retain the
necessary technical and managerial personnel could have a material and adverse
effect upon the Company's business, operating results and financial condition.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

     The Company is not currently subject to direct regulation by any government
agency in the United States, other than regulations applicable to businesses
generally, and there are currently few laws or regulations directly applicable
to access to or commerce on the Internet.  Due to the increasing popularity and
use of the Internet, it is possible that a number of laws and regulations may be
adopted with respect to the Internet, covering issues such as user privacy,
pricing and characteristics and quality of products and services.  For example,
the Company may be subject to the provisions of the recently enacted
Communications Decency Act (the "CDA").  Although the constitutionality of the
CDA, the manner in which the CDA will be interpreted and enforced and its effect
on the Company's operations cannot be determined, it is possible that the CDA
could expose the Company to substantial liability.  The CDA could also dampen
the growth in use of the Web generally and decrease the acceptance of the Web as
a communications and commercial medium, and could, thereby, have a material
adverse effect on the Company's business, results of operations and financial
condition.  A number of other countries also have enacted or may enact laws that
regulate Internet Content.  The adoption of such laws or regulations may
decrease the growth of the Internet, which could in turn decrease the demand for
the Company's products and media properties.  Such laws and regulations also
could increase the Company's cost of doing business or otherwise have an adverse
effect on the Company's business, operating results and financial condition.
Moreover, the applicability to the Internet of the existing laws governing
issues such as property ownership, defamation, obscenity and personal privacy is
uncertain, and the Company may be subject to claims that its services violate
such laws.  Any such new legislation or regulation or the application of
existing laws and regulations to the Internet could have a


22



material adverse effect on the Company's business, operating results and
financial condition.

LIABILITY FOR INFORMATION SERVICES

     Because materials may be downloaded by the online or Internet services 
operated or facilitated by the Company and may be subsequently distributed to 
others, there is a potential that claims will be made against the Company for 
defamation, negligence, copyright or trademark infringement, personal injury 
or other theories based on the nature and content of such materials.  Such 
claims have been brought, and sometimes successfully pressed against online 
services in the past.  In addition, the Company could be exposed to liability 
with respect to the selection of listings that may be accessible through the 
Company's YAHOO! branded products and media properties, or through content 
and materials that may be posted by users in classifieds, bulletin board and 
chat room services offered by the Company.  It is also possible that if any 
information provided through the Company's services, such as stock quotes, 
analyst estimates or other trading information, contains errors, third 
parties could make claims against the Company for losses incurred in reliance 
on such information.  Also, to the extent that the Company provides users 
with information relating to purchases of goods and services, the Company or 
its operating subsidiaries could face claims relating to injuries or other 
damages arising from such goods and services. Although the Company carries 
general liability insurance, the Company's insurance may not cover potential 
claims of this type or may not be adequate to indemnify the Company for all 
liability that may be imposed.  Any imposition of liability or legal defense 
expenses that are not covered by insurance or is in excess of insurance 
coverage could have a material adverse effect on the Company's business, 
operating results and financial condition.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS AND EXPANSION

     A key part of the Company's strategy is to develop "Yahoo!" branded 
online properties in international markets.  The Company has developed and 
operates, through joint ventures with SOFTBANK and SB Holdings (Europe) Ltd., 
versions of the YAHOO! Internet Guide localized for Japan, Germany, France 
and the U.K, and the Company offers a version of YAHOO! localized for Canada 
under an agreement with Rogers Communications.  International revenues (sales 
outside of North America) were approximately 1% of total revenues for the 
year ended December 31, 1996.

     To date, the Company has only limited experience in developing localized 
versions of its products and marketing and operating its products and 
services internationally, and the Company relies substantially on the efforts 
and abilities of its foreign business partners in such activities.  If the 
international revenues are not adequate to offset investments in such 
activities, the Company's business, operating results and financial condition 
could be materially adversely affected.  There can be no assurance that the 
Company or its partners will be able to successfully market and operate its 
products and services in foreign markets.  In addition to the uncertainty as 
to the Company's ability to continue to generate revenues from its foreign 
operations and expand its international presence, there are certain risks 
inherent in doing business on an international level, such as unexpected 
changes in regulatory requirements, export restrictions, trade barriers, 
difficulties in staffing and managing foreign operations, longer payment 
cycles, problems in collecting accounts receivable, political instability, 
fluctuations in currency exchange rates, software piracy, seasonal reductions 
in business activity in certain other parts of the world and potentially 
adverse tax consequences, which could adversely impact the success of the 
Company's international operations.  There can be no assurance that one or 
more of such factors will not have a material adverse effect on the Company's 
future international operations and, consequently, on the Company's business, 
operating results and financial condition.

CONCENTRATION OF STOCK OWNERSHIP

     As of January 31, 1997, the present directors, executive officers, greater
than 5% shareholders and their respective affiliates beneficially owned
approximately 81% of the outstanding Common Stock of the Company.  As of January
31, 1997, SOFTBANK beneficially owned approximately 35% of the outstanding
Common Stock of the Company.  As a result of their ownership, the directors,
executive officers, greater than 5% shareholders (including SOFTBANK) and their
respective affiliates collectively are able to control all matters requiring
shareholder approval, including the election of directors and approval of
significant corporate transactions.  Such concentration of ownership may also
have the effect of delaying or preventing a change in control of the Company.

VOLATILITY OF STOCK PRICE

     The trading price of the Company's Common Stock has been and may continue
to be subject to wide fluctuations in response to a number of events and
factors, such as quarterly variations in operating results, announcements of
technological innovations or new products and media properties by the Company or
its competitors, changes in financial estimates and recommendations by
securities analysts, the operating and stock price performance of other
companies that investors may deem comparable to the Company, and news reports
relating to trends in the Company's markets.  In addition, the stock market in
general, and the market prices for Internet-related companies in particular,
have experienced extreme volatility that often has been unrelated to the
operating performance of such companies.  These broad market and industry
fluctuations may adversely affect the trading price of the Company's Common
Stock, regardless of the Company's operating performance.


23



ANTITAKEOVER EFFECT OF CERTAIN CHARTER PROVISIONS

     The Board of Directors has the authority to issue up to 10,000,000 shares
of Preferred Stock and to determine the price, rights, preferences, privileges
and restrictions, including voting rights, of those shares without any further
vote or action by the shareholders.  The rights of the holders of Common Stock
may be subject to, and may be adversely affected by, the rights of the holders
of any Preferred Stock that may be issued in the future.  The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company without further action by the shareholders and
may adversely affect the voting and other rights of the holders of Common Stock.
The Company has no present plans to issue shares of Preferred Stock.  Further,
certain provisions of the Company's charter documents, including provisions
eliminating the ability of shareholders to take action by written consent and
limiting the ability of shareholders to raise matters at a meeting of
shareholders without giving advance notice, may have the effect of delaying or
preventing changes in control or management of the Company, which could have an
adverse effect on the market price of the Company's Common Stock.  In addition,
effective upon qualification of the Company as a "listed corporation," as
defined in Section 301.5(d) of the California Corporations Code, the Company's
charter documents eliminated cumulative voting and provide that, at such time as
the Company has at least six directors, the Company's Board of Directors will be
divided into two classes, each of which serves for a staggered two-year term,
which may make it more difficult for a third party to gain control of the
Company's Board of Directors.


24



Item 2.   Properties

     Yahoo!'s headquarters facility is located in an office suite in Santa
Clara, California.  The Company occupies this leased facility which is
approximately 33,579 square feet.  The Company's previous headquarters facility
was located in one building in Sunnyvale, California.  The Company does not
currently occupy this leased facility which is approximately 11,220 square feet,
but anticipates moving certain employees to this facility during 1997.  Office
space for the Company's international subsidiaries is leased on a monthly basis
in London, Munich, and Paris.  The Company also leases sales offices in Chicago,
Dallas, Los Angeles, and New York.  The Company's principal Web server equipment
and operations are maintained by I-Systems, Inc. in Mountain View, California.

     The Company believes that its existing facilities are adequate to meet
current requirements, and that suitable additional or substitute space will be
available as needed to accommodate any further physical expansion of corporate
operations and for any additional sales offices.

Item 3.   Legal Proceedings

     From time to time the Company is subject to legal proceedings and claims in
the ordinary course of business, including claims of alleged infringement of
trademarks and other intellectual property rights.  The Company is not currently
aware of any legal proceedings or claims that the Company believes will have,
individually or in the aggregate, a material adverse effect on the Company's
financial position or results of operations.

Item 4.   Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1996.


25



                                     PART II

Item 5.   Market for the Registrant's Common Equity and Related Stockholder
          Matters

     Incorporated by reference from the information under the caption "Stock
Information" on page 38 of the Registrant's 1996 Annual Report to Shareholders.

Item 6.   Selected Financial Data

     Incorporated by reference from the information under the caption "Selected
Financial Data" on page 17 of the Registrant's 1996 Annual Report to
Shareholders.

Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

     Incorporated by reference from the information under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 18 - 22 of the Registrant's 1996 Annual Report to
Shareholders.

Item 8.   Financial Statements and Supplementary Data

     The consolidated financial statements together with the report thereon of
Price Waterhouse LLP dated January 14, 1997, appearing in the Registrant's 1996
Annual Report to Shareholders, are incorporated by reference.

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

     Effective February 1, 1996, Price Waterhouse LLP was engaged as the
Company's independent accountants.  Prior to February 1, 1996, Coopers & Lybrand
L.L.P. had been the Company's independent accountants.  The decision to change
independent accountants was approved by the Company's Board of Directors.
Coopers & Lybrand L.L.P. has not audited or reported on any financial statements
of the Company as of any date or for any period and has not consulted with the
Company on any matters of accounting principles or practices.  Prior to February
1, 1996, the Company had not consulted with Price Waterhouse LLP on any items
which involved the Company's accounting principles or the form of audit opinion
to be issued on the Company's financial statements.


26


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

     Incorporated by reference from the information under the caption "Proposal
No. 1 - Election of Directors" in the Registrant's Proxy Statement for its 1997
Annual Meeting of Shareholders.  The following sets forth certain information
with respect to the other executive officers of Yahoo!:

     David Filo (age 30), Chief Yahoo and a founder of the Company, has served
as an officer of the Company since March 1995, and served as a director of the
Company from its founding through February 1996.  Mr. Filo co-developed YAHOO!
in 1994 while working towards his Ph.D. in electrical engineering at Stanford
University, and co-founded the Company in 1995.  Mr. Filo holds a B.S. degree in
computer engineering from Tulane University and a M.S. degree in electrical
engineering from Stanford University.

     Jeff Mallett (age 32) has served as the Company's Senior Vice President,
Business Operations since October 1995.  Prior to joining the Company, Mr.
Mallett was Vice President and General Manager of the WordPerfect consumer
division of Novell, Inc., a network operating system software company, from 1993
to 1995 and a member of Novell's Corporate Executive Marketing Group.  Prior to
that, Mr. Mallett was a member of the founding team of Reference Software
International where he held various positions from 1988 to 1992, including Vice
President, Sales and Marketing.  From 1985 to 1987, Mr. Mallett held the
position of Director, Sales and Marketing at IPT Corp., a privately held
telecommunications company.  Mr. Mallett holds a degree in Business
Administration from Santa Rosa College.

     Anil Singh (age 38) was promoted to Vice President, Advertising Sales in
December 1996.  Prior to that, Mr. Singh served as the Company's Director of
Sales since November 1995.  Prior to joining the Company, Mr. Singh was Vice
President of Sales for Socket Communications from 1994 to 1995.  From 1992 to
1994, Mr. Singh was Vice President of Sales for Mountain Inc.  From 1991 to
1992, Mr. Singh was Director of Sales for Novell Inc.  Mr. Singh holds a B.S.
degree in computer science from Imperial College at the University of London,
England.

     Gary Valenzuela (age 40) has served as the Company's Senior Vice President,
Finance and Administration, and Chief Financial Officer since February 1996.
From 1994 to 1996, Mr. Valenzuela served as Senior Vice President, Finance and
Administration, and Chief Financial Officer of TGV Software, Inc., a publicly
held developer of TCP/IP software products.  Prior to joining TGV, Mr.
Valenzuela was employed by Pyramid Technology Corporation, a then-publicly held
manufacturer of UNIX minicomputers, where he last served as Senior Vice
President, Finance and Chief Financial Officer.  Mr Valenzuela holds a B.S.
degree in Business Administration from San Jose State University, and is a
Certified Public Accountant in the State of California.


27



     Farzad Nazem (age 35) has served as the Company's Senior Vice President,
Product Development and Site Operations since March 1996.  From 1985 to 1996,
Mr. Nazem held a number of technical and executive management positions at
Oracle Corporation, including, most recently, Vice President of Oracle's Media
and Web Server Division and member of the Product Division Management Committee.
Prior to that, Mr. Nazem was a member of the technical staff at SYDIS, Inc. and
Rolm Corporation.  Mr. Nazem holds a B.S. in Computer Science from California
Polytechnic State University.

Item 11.  Executive Compensation

     Incorporated by reference from the information under the captions
"Executive Officer Compensation," "Report of the Compensation Committee of the
Board of Directors on Executive Compensation," "Compensation Committee
Interlocks and Insider Participation," and "Performance Graph" in the
Registrant's Proxy Statement for its 1997 Annual Meeting of Shareholders.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     Incorporated by reference from the information under the captions "Record
Date; Voting Securities" and "Information Regarding Beneficial Ownership of
Principal Shareholders and Management" in the Registrant's Proxy Statement for
its 1997 Annual Meeting of Shareholders.

Item 13.  Certain Relationships and Related Transactions

     Incorporated by reference from the information under the captions 
"Certain Transactions" and "Compensation Committee Interlocks and Insider 
Participation" in the Registrant's Proxy Statement for its 1997 Annual 
Meeting of Shareholders.


28



                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a)  The following documents are filed as part of this report:

          (1)  Consolidated Financial Statements:

               The following consolidated financial statements of Yahoo! Inc.
               and the Report of Independent Accountants are incorporated herein
               by reference to the Registrant's 1996 Annual Report to
               Shareholders:

                                                                   Page in
                                                                Annual Report
                                                                -------------
                    Consolidated Balance Sheets
                       at December 31, 1996 and 1995                 23

                    Consolidated Statements of Operations
                       for the two years ended December 31, 1996     24

                    Consolidated Statements of Shareholders' Equity
                       for the two years ended December 31, 1996     25

                    Consolidated Statements of Cash Flows
                       for the two years ended December 31, 1996     26

                    Notes to Consolidated Financial Statements       27

                    Report of Independent Accountants                37

          (2)  Financial Statement Schedule:

               The following financial statement schedule of Yahoo! Inc. is
               submitted herewith and should be read in conjunction with the
               consolidated financial statements:

                                                                   Page in
                                                                  Form 10-K
                                                                  ---------
                    Report of Independent Accountants
                       on Financial Statement Schedule               35

                    Schedule II - Valuation and Qualifying
                       Accounts for the two years ended
                       December 31, 1996                             36

               All other financial statement schedules required by Item 14(a)(2)
               have been omitted because they are inapplicable or the required
               information has been included in the consolidated financial
               statements or notes thereto.


29



          (3)  Exhibits are incorporated herein by reference or are filed with
               this report as indicated below (numbered in accordance with Item
               601 of Regulation S-K):

          Exhibit
          Number    Description
          -------   -----------

          3.1       Form of Amended and Restated Articles of Incorporation of
                    Registrant (Filed as Exhibit 3.2 to the Company's
                    Registration Statement on the Form SB-2, Registration No.
                    333-2142-LA, declared effective on April 11, 1996 [the "SB-2
                    Registration Statement"] and incorporated herein by
                    reference.)
          3.2       Amended and Restated Bylaws of Registrant (Filed as Exhibit
                    3.3 to the SB-2 Registration Statement and incorporated
                    herein by reference.)
          10.1      Form of Indemnification Agreement with the Registrant's
                    officers and directors (Filed as Exhibit 10.1 to the SB-2
                    Registration Statement and incorporated herein by
                    reference.)
          10.2      1995 Stock Plan, as amended, and form of stock option
                    agreement
          10.3      Form of Management Continuity Agreement with the
                    Registrant's Executive Officers (Filed as Exhibit 10.3 to
                    the SB-2 Registration Statement and incorporated herein by
                    reference.)
          10.4      Stock Purchase Agreement dated March 3, 1995 with each of
                    David Filo and Jerry Yang (Filed as Exhibit 10.4 to SB-2
                    Registration Statement and incorporated herein by
                    reference.)
          10.5      Series A Preferred Stock Agreement dated April 7, 1995
                    between the Registrant and Purchasers of Series A Preferred
                    Stock (Filed as Exhibit 10.5 to the SB-2 Registration
                    Statement and incorporated herein by reference.)
          10.6      Form of Stock Restriction Agreements dated April 7, 1995
                    between the Registrant and Jerry Yang and David Filo
                    (Filed as Exhibit 10.6 to the SB-2 Registration Statement
                    and incorporated herein by reference.)
          10.7      Series B Preferred Stock Agreement dated November 22, 1995
                    between the Registrant and Purchasers of Series B Preferred
                    Stock (Filed as Exhibit 10.7 to the SB-2 Registration
                    Statement and incorporated herein by reference.)
          10.8      Series C Preferred Stock Agreement dated March 12, 1996
                    between the Registrant and SOFTBANK Holdings Inc. (Filed as
                    Exhibit 10.8 to the SB-2 Registration Statement and
                    incorporated herein by reference.)
          10.9      Second Amended and Restated Investor Rights Agreement dated
                    March 12, 1996 between the Registrant and certain
                    shareholders (Filed as Exhibit 10.9 to the SB-2 Registration
                    Statement and incorporated herein by reference.)
          10.10     Second Amended and Restated Co-Sale Agreement dated March
                    12, 1996 between the Registrant and certain (Filed as
                    Exhibit 10.10 to the SB-2 Registration Statement and
                    incorporated herein by reference.)


30



          10.11     Second Amended and Restated Voting Agreement dated March 12,
                    1996 between the Registrant and certain shareholders (Filed
                    as Exhibit 10.11 to the SB-2 Registration Statement and
                    incorporated herein by reference.)
          10.12+    Publishing Agreement dated June 2, 1995 between the
                    Registrant and IDG Books Worldwide, Inc. (Filed as Exhibit
                    10.12 to the SB-2 Registration Statement and incorporated
                    herein by reference.)
          10.13+    Agency Agreement dated June 6, 1995 between the Registrant
                    and Interactive Marketing, Inc. (Filed as Exhibit 10.13 to
                    the SB-2 Registration Statement and incorporated herein by
                    reference.)
          10.14     Lease Agreement relating to the Registrant's office at 635
                    Vaqueros Avenue, Sunnyvale, California (Filed as Exhibit
                    10.18 to the SB-2 Registration Statement and incorporated
                    herein by reference.)
          10.15     Sublease Agreement dated June 6, 1996 relating to the
                    Registrant's office at 3400 Central Expressway, Suite 201,
                    Santa Clara, California
          10.16+    Agreement dated January 15, 1996 between the Registrant and
                    Ziff-Davis Publishing Company (Filed as Exhibit 10.19 to the
                    SB-2 Registration Statement and incorporated herein by
                    reference.)
          10.17     1996 Employee Stock Purchase Plan and form of subscription
                    agreement (Filed as Exhibit 10.20 to the SB-2 Registration
                    Statement and incorporated herein by reference.)
          10.18     1996 Directors' Stock Option Plan and form of option
                    agreement (Filed as Exhibit 10.21 to the SB-2 Registration
                    Statement and incorporated herein by reference.)
          10.19+    Yahoo! Canada Affiliation Agreement dated February 29, 1996
                    between the Registrant and Rogers Multi-Media Inc. (Filed as
                    Exhibit 10.23 to the SB-2 Registration Statement and
                    incorporated herein by reference.)
          10.20+    Directory Development Agreement dated February 14, 1996
                    between the Registrant and Ingenius, a Colorado Partnership
                    (Filed as Exhibit 10.24 to the SB-2 Registration Statement
                    and incorporated herein by reference.)
          10.21     Standstill and Voting Agreement dated March 12, 1996 between
                    the Registrant and SOFTBANK Holdings Inc. (Filed as Exhibit
                    10.26 to the SB-2 Registration Statement and incorporated
                    herein by reference.)


31



          10.22     Premier Provider Agreement dated March 15, 1996 between the
                    Registrant and Netscape Communications Corporation (Filed as
                    Exhibit 10.27 to the SB-2 Registration Statement and
                    incorporated herein by reference.)
          10.23     Form of Common Stock Purchase Warrant issued by the
                    Registrant to Visa International (Filed as Exhibit 10.29 to
                    the SB-2 Registration Statement and incorporated herein by
                    reference.)
          10.24+    Value-Added Link Agreement dated July 3, 1996 by and between
                    Yahoo! Inc. and Digital Equipment Corporation (Filed as
                    Exhibit 10.1 to the Company's Quarterly Report on Form 10-
                    Q/A for the quarter ended June 30, 1996 [the "June 30, 1996
                    10-Q"] and incorporated herein by reference.)
          10.25+    Joint Venture Agreement dated April 1, 1996 by and between
                    Yahoo! Inc. and SOFTBANK Corporation (Filed as Exhibit 10.2
                    to the June 30, 1996 10-Q and incorporated herein by
                    reference.)
          10.26+    Yahoo! Japan License Agreement dated April 1, 1996 by and
                    between Yahoo! Inc. and Yahoo! Japan Corporation (Filed as
                    Exhibit 10.3 to the June 30, 1996 10-Q and incorporated
                    herein by reference.)
          10.27+    SOFTBANK Letter Agreement dated April 1, 1996 by and between
                    Yahoo! Inc. and SOFTBANK Group (Filed as Exhibit 10.4 to the
                    June 30, 1996 10-Q and incorporated herein by reference.)
          10.28+    Yahoo! Marketplace Limited Liability Company Agreement dated
                    August 26, 1996 by and between Yahoo! Inc., Visa Marketplace
                    Inc., and Sterling Payot Capital, L.P. (Filed as Exhibit
                    10.1 to the Company's Quarterly Report on Form 10-Q for the
                    quarter ended September 30, 1996 [the "September 30, 1996
                    10-Q"] and incorporated herein by reference.)
          10.29+    Yahoo! Marketplace Operating Agreement dated August 26, 1996
                    by and between Yahoo! Marketplace, Yahoo! Inc., and Visa
                    International Service Association (Filed as Exhibit 10.2 to
                    the September 30, 1996 10-Q and incorporated herein by
                    reference.)
          10.30*    Joint Venture Agreement dated November 1, 1996 by and
                    between Yahoo! Inc. and SB Holdings (Europe) Ltd.
          10.31*    Yahoo! UK License Agreement dated November 1, 1996 by and
                    between Yahoo! Inc. and Yahoo! UK
          10.32*    Yahoo! Deutschland License Agreement dated November 1, 1996
                    by and between Yahoo! Inc. and Yahoo! Deutschland
          10.33*    Yahoo! France License Agreement dated November 1, 1996 by
                    and between Yahoo! Inc. and Yahoo! France
          10.34*    Services Agreement dated November 1, 1996 by and between
                    Yahoo! UK Ltd. and Ziff-Davis UK, Ltd.
          10.35*    Services Agreement dated November 1, 1996 by and between
                    Yahoo! GmbH and Ziff-Davis Verlag, GmbH
          10.36*    Services Agreement dated November 1, 1996 by and between
                    Yahoo! France, SARL and Ziff-Davis France, S.A.


32


          10.37*    Netscape Communications Corporation Co-Marketing Agreement 
                    dated March 17, 1996 by and between Netscape Communications 
                    Corporation and Yahoo! Inc.
          10.38*    Trademark License Agreement dated March 17, 1996 by and 
                    between Netscape Communications Corporation and Yahoo! Inc.
          10.39*    Netscape Communications Corporation U.S. English-Language 
                    Net Search Program Premier Provider Services Agreement 
                    dated March 17, 1996 by and between Netscape Communications 
                    Corporation and Yahoo! Inc.
          11.1      Computation of Net Loss Per Share
          13.1      Portions of the 1996 Annual Report to Shareholders
          16.1      Letter dated March 6, 1996 from Coopers & Lybrand L.L.P.,
                    prior accountant of the Registrant (Filed as Exhibit 10.25
                    to the SB-2 Registration Statement and incorporated herein
                    by reference.)
          21.1      List of Subsidiaries
          23.1      Consent of Independent Accountants
          27.1      Financial Data Schedule

- --------------------------------------------------------------------------------

+    Confidential treatment granted.
*    Confidential treatment requested.

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed during the quarter ended
          December 31, 1996.


33


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused the report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 31st day of March,
1997.

YAHOO! INC.

By:  /s/  Timothy Koogle
     -------------------------
     Timothy Koogle
     President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Timothy Koogle and Gary Valenzuela, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendments to this Report on Form 10-K, and to file the
same, with Exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or substitute or substitutes may do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:

Signature                Title                                   Date
- ---------                -----                                   ----
/s/  Timothy Koogle      President and Chief Executive           March 31, 1997
- --------------------     Officer (Principal Executive Officer)
Timothy Koogle

/s/  Gary Valenzuela     Senior Vice President, Finance and      March 31, 1997
- --------------------     Administration, and Chief Financial
Gary Valenzuela          Officer (Principal Financial Officer)

/s/  James J. Nelson     Corporate Controller                    March 31, 1997
- --------------------     (Principal Accounting Officer)
James J. Nelson

/s/  Eric Hippeau        Director                                March 31, 1997
- --------------------
Eric Hippeau

/s/  Arthur H. Kern      Director                                March 31, 1997
- --------------------
Arthur H. Kern

/s/  Michael Moritz      Director                                March 31, 1997
- --------------------
Michael Moritz

/s/  Jerry Yang          Director                                March 31, 1997
- --------------------
Jerry Yang


34



                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE


To the Board of Directors
of Yahoo! Inc.

Our audits of the consolidated financial statements referred to in our report
dated January 14, 1997 which appears in the 1996 Annual Report to Shareholders
of Yahoo! Inc. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedule listed in Item 14(a) of this Form 10-
K.  In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.

PRICE WATERHOUSE LLP
San Jose, California
January 14, 1997


35


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS



                                           Additions
                                   -------------------------
                   Balance at      Charged to     Charged to     Write-offs     Balance at
Allowance for       Beginning       Costs and        Other         Net of         End of
Doubtful Accounts    of Year        Expenses       Accounts      Recoveries        Year
- -----------------  ----------      ----------     ----------     -----------   ------------
                                                                
    *    1995      $        -      $   82,000      $      -       $      -      $   82,000

         1996      $   82,000      $  524,000      $      -       $  6,000      $  600,000



*    Period comprised of only ten months from March 5, 1995 (Inception) through
     December 31, 1995.


36


                                INDEX TO EXHIBITS

Exhibit
Number                   Description
- ------    ----------------------------------------------------------------------
10.2      1995 Stock Plan, as amended, and form of stock option agreement

10.15     Sublease Agreement dated June 6, 1996 relating to the Registrant's
          office at 3400 Central Expressway, Suite 201, Santa Clara, California

10.30*    Joint Venture Agreement dated November 1, 1996 by and between 
          Yahoo! Inc. and SB Holdings (Europe) Ltd.

10.31*    Yahoo! UK License Agreement dated November 1, 1996 by and between
          Yahoo! Inc. and Yahoo! UK

10.32*    Yahoo! Deutschland License Agreement dated November 1, 1996 by and
          between Yahoo! Inc. and Yahoo! Deutschland

10.33*    Yahoo! France License Agreement dated November 1, 1996 by and between
          Yahoo! Inc. and Yahoo! France

10.34*    Services Agreement dated November 1, 1996 by and between Yahoo! UK
          Ltd. and Ziff-Davis UK, Ltd.

10.35*    Services Agreement dated November 1, 1996 by and between Yahoo! GmbH
          and Ziff-Davis Verlag, GmbH

10.36*    Services Agreement dated November 1, 1996 by and between Yahoo!
          France, SARL and Ziff-Davis France, S.A.

10.37*    Netscape Communications Corporation Co-Marketing Agreement dated March
          17, 1996 by and between Netscape Communications Corporation and Yahoo!
          Inc.

10.38*    Trademark License Agreement dated March 17, 1996 by and between
          Netscape Communications Corporation and Yahoo! Inc.

10.39*    Netscape Communications Corporation U.S. English-Language Net Search
          Program Premier Provider Services Agreement dated March 17, 1996 by
          and between Netscape Communications Corporation and Yahoo! Inc.

11.1      Computation of Net Loss per Share

13.1      Portions of the 1996 Annual Report to Shareholders

21.1      List of Subsidiaries

23.1      Consent of Independent Accountants

27.1      Financial Data Schedule


- ---------------------------------------
*Confidential treatment requested


37

EX-10.2

                                   YAHOO! INC.

                                 1995 STOCK PLAN

                           (AS AMENDED SEPTEMBER 1996)


     1.   PURPOSES OF THE PLAN.  The purposes of this 1995 Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business.  Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or nonstatutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder.  Stock purchase rights may also be granted
under the Plan.

     2.   DEFINITIONS.  As used herein, the following definitions shall apply:

          (a)  "ADMINISTRATOR" means the Board or any of its Committees
appointed pursuant to Section 4 of the Plan.

          (b)  "AFFILIATE" shall mean an entity (including a partnership or
limited liability company) in which the Company, directly or indirectly through
any subsidiary, owns an equity interest, but which entity is not a Subsidiary.

          (c)  "APPLICABLE LAWS" has the meaning set forth in Section 4(a)
below.

          (d)  "BOARD" means the Board of Directors of the Company.

          (e)  "CODE" means the Internal Revenue Code of 1986, as amended.

          (f)  "COMMITTEE" means the Committee appointed by the Board of
Directors in accordance with Section 4(a) of the Plan.

          (g)  "COMMON STOCK" means the Common Stock of the Company.

          (h)  "COMPANY" means Yahoo! Inc., a California corporation.

          (i)  "CONSULTANT" means any person, including a Director, who is
engaged by the Company or any Parent, Subsidiary or Affiliate to render services
and is compensated for such services.

          (j)  "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means the
absence of any interruption or termination of service as an Employee or
Consultant.  Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of:  (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Administrator, provided that
such leave is for a period of not more than ninety (90) days, unless
reemployment upon the expi-



ration of such leave is guaranteed by contract or statute, or unless provided
otherwise pursuant to Company policy adopted from time to time; or (iv) in the
case of transfers between locations of the Company or between the Company, its
Subsidiaries or their respective successors.  For purposes of this Plan, a
change in status from an Employee to a Consultant or from a Consultant to an
Employee will not constitute an interruption of Continuous Status as an Employee
or Consultant.

          (k)  "DIRECTOR" means a member of the Board.

          (l)  "EMPLOYEE" means any person, including Named Executives, Officers
and Directors, employed by the Company or any Parent, Subsidiary or Affiliate of
the Company, with the status of employment determined based upon such minimum
number of hours or periods worked as shall be determined by the Administrator in
its discretion, subject to any requirements of the Code.  The payment of a
director's fee by the Company to a Director shall not be sufficient to
constitute "employment" of the Director by the Company.

          (m)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          (n)  "FAIR MARKET VALUE" means, as of any date, the fair market value
of Common Stock determined as follows:

               (i)    If the Common Stock is listed on any established stock
exchange or a national market system including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("Nasdaq") System, its Fair Market Value shall be the closing sales
price for such stock as quoted on such system on the date of determination (if
for a given day no sales were reported, the closing bid on that day shall be
used), as such price is reported in The Wall Street Journal or such other source
as the Administrator deems reliable;

               (ii)   If the Common Stock is quoted on the Nasdaq System (but
not on the National Market thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the bid and asked prices for the Common Stock on the
date of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or

               (iii)  In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

          (o)  "INCENTIVE STOCK OPTION" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code, as
designated in the applicable written option agreement.

          (p)  "NAMED EXECUTIVE" means any individual who, on the last day of
the Company's fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or among the four highest compensated officers of the
Company (other than the chief



executive officer).  Such officer status shall be determined pursuant to the
executive compensation disclosure rules under the Exchange Act.

          (q)  "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option, as designated in the applicable written
option agreement.

          (r)  "OPTION" means a stock option granted pursuant to the Plan.

          (s)  "OPTIONED STOCK" means the Common Stock subject to an Option or a
Stock Purchase Right.

          (t)  "OPTIONEE" means an Employee or Consultant who receives an Option
or a Stock Purchase Right.

          (u)  "PARENT" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code, or any successor provision.

          (v)  "PLAN" means this 1995 Stock Plan.

          (w)  "REPORTING PERSON" means an Officer, Director, or greater than
ten percent shareholder of the Company within the meaning of Rule 16a-2 under
the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under
the Exchange Act.

          (x)  "RESTRICTED STOCK" means shares of Common Stock acquired pursuant
to a grant of a Stock Purchase Right under Section 11 below.

          (y)  "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act,
as the same may be amended from time to time, or any successor provision.

          (z)  "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

          (aa) "STOCK EXCHANGE" means any stock exchange or consolidated stock
price reporting system on which prices for the Common Stock are quoted at any
given time.

          (bb) "STOCK PURCHASE RIGHT" means the right to purchase Common Stock
pursuant to Section 11 below.

          (cc) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code, or any successor
provision.

     3.   STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan is 13,000,000 shares of Common Stock.  The Shares may be
authorized, but unissued, or reacquired Common Stock.  If an Option should
expire or become unexercisable for any reason without having been exercised in
full, the unpurchased Shares that were subject thereto shall, unless the Plan
shall have been terminated, become available for future grant under the Plan.
In addition,



any Shares of Common Stock which are retained by the Company upon exercise of an
Option or Stock Purchase Right in order to satisfy the exercise or purchase
price for such Option or Stock Purchase Right or any withholding taxes due with
respect to such exercise shall be treated as not issued and shall continue to be
available under the Plan.

     4.   ADMINISTRATION OF THE PLAN.

          (a)  MULTIPLE ADMINISTRATIVE BODIES.  If permitted by Rule 16b-3 and
by the legal requirements relating to the administration of incentive stock
option plans, if any, of applicable securities laws and the Code (collectively
the "Applicable Laws"), grants under the Plan may be made by different bodies
with respect to Directors, Officers who are not Directors and Employees or
Consultants who are not Reporting Persons.

          (b)  ADMINISTRATION WITH RESPECT TO REPORTING PERSONS.  With respect
to grants of Options or Stock Purchase Rights to Employees or Consultants who
are Reporting Persons, grants under the Plan shall be made by (A) the Board, if
the Board may make grants under the Plan in compliance with Rule 16b-3, or (B) a
Committee designated by the Board to make grants under the Plan, which committee
shall be constituted in such a manner as to permit grants under the Plan to
comply with Rule 16b-3, to qualify grants of Options to Named Executives as
performance-based compensation under Section 162(m) of the Code and otherwise so
as to satisfy the Applicable Laws.

          (c)  ADMINISTRATION WITH RESPECT TO OTHER PERSONS.  With respect to
grants of Options or Stock Purchase Rights to Employees or Consultants who are
not Reporting Persons, the Plan shall be administered by (A) the Board or (B) a
Committee designated by the Board, which committee shall be constituted in such
a manner as to satisfy the Applicable Laws.

          (d)  GENERAL.  If a Committee has been appointed pursuant to
subsection (ii) or (iii) of this Section 4(a), such Committee shall continue to
serve in its designated capacity until otherwise directed by the Board.  From
time to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies, however caused, and remove
all members of the Committee and thereafter directly administer the Plan, all to
the extent permitted by the Applicable Laws, and, in the case of a Committee
appointed under subsection (ii), to the extent permitted by Rule 16b-3, and to
the extent required under Section 162(m) of the Code to qualify grants of
Options to Named Executives as performance-based compensation.

          (e)  POWERS OF THE ADMINISTRATOR.  Subject to the provisions of the
Plan and in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any Stock Exchange, the Administrator
shall have the authority, in its discretion:

               (i)    to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(m) of the Plan;



               (ii)   to select the Consultants and Employees to whom Options
and Stock Purchase Rights may from time to time be granted hereunder;

               (iii)  to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof are granted hereunder;

               (iv)   to determine the number of shares of Common Stock to be
covered by each such award granted hereunder;

               (v)    to approve forms of agreement for use under the Plan;

               (vi)   to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder, including, but not
limited to, the share price and any restriction or limitation, the vesting of
any Option or the acceleration of vesting or waiver of a forfeiture restructure,
based in each case on such factors as the Administrator shall determine, in its
sole discretion;

               (vii)  to determine whether and under what circumstances an
Option may be settled in cash under Section 10(g) instead of Common Stock;

               (viii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;

               (ix)   to determine the terms and restrictions applicable to
Stock Purchase Rights and the Restricted Stock purchased by exercising such
Stock Purchase Rights; and

               (x)    to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

               (xi)   in order to fulfill the purposes of the Plan and without
amending the Plan, to modify grants of Options or Stock Purchase Rights to
participants who are foreign nationals or employed outside of the United States
in order to recognize differences in local law, tax policies or customs.

          (f)  EFFECT OF ADMINISTRATOR'S DECISION.  All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all holders of Options or Stock Purchase Rights.

     5.   ELIGIBILITY.

          (a)  RECIPIENTS OF GRANTS.  Nonstatutory Stock Options and Stock
Purchase Rights may be granted to Employees and Consultants; provided, however,
that no person subject to the reporting requirements of  Section 16 of the
Exchange Act may receive an option or stock purchase right unless such person is
employed by or a consultant to the Company or any Parent or Subsidiary.
Incentive Stock Options may be granted only to Employees, provided, however,



that Employees of an Affiliate shall be not be eligible to receive Incentive
Stock Options.  An Employee or Consultant who has been granted an Option or
Stock Purchase Right may, if he or she is otherwise eligible, be granted
additional Options or Stock Purchase Rights.

          (b)  TYPE OF OPTION.  Each Option shall be designated in the written
option agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of Shares with respect to which Options designated
as Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options.  For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares subject to an Incentive Stock Option shall
be determined as of the date of the grant of such Option.

          (c)  NO EMPLOYMENT RIGHTS.  The Plan shall not confer upon any
Optionee any right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way with such
Optionee's right or the Company's right to terminate his or her employment or
consulting relationship at any time, with or without cause.

     6.   TERM OF PLAN.  The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company as described in Section 20 of the Plan.  It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 16 of the Plan.

     7.   TERM OF OPTION.  The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than
ten (10) years from the date of grant thereof or such shorter term as may be
provided in the Option Agreement and provided further that, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Option shall be five (5) years from the date of grant thereof or such
shorter term as may be provided in the written option agreement.

     8.   LIMITATION ON GRANTS TO EMPLOYEES.  Subject to adjustment as provided
in this Plan, the maximum number of Shares which may be subject to Options
granted to any one Employee under this Plan for any fiscal year of the Company
shall be 1,000,000.

     9.   OPTION EXERCISE PRICE AND CONSIDERATION.

          (a)  EXERCISE PRICE.  The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be such price as is determined
by the Board and set forth in the applicable agreement, but shall be subject to
the following:

               (i)  In the case of an Incentive Stock Option that is:



                    (A)  granted to an Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

                    (B)  granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

               (ii) In the case of a Nonstatutory Stock Option that is:

                    (A)  granted to a person who, at the time of grant of such
Option, is a Named Executive of the Company, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on the date of grant;
and

                    (B)  granted to any person other than a Named Executive, the
per Share exercise price shall be no less than 85% of the Fair Market Value per
Share on the date of grant.

          (b)  PERMISSIBLE CONSIDERATION.  The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant) and may consist entirely of
(1) cash, (2) check, (3) promissory note, (4) other Shares that (x) in the case
of Shares acquired upon exercise of an Option, have been owned by the Optionee
for more than six months on the date of surrender or such other period as may be
required to avoid a charge to the Company's earnings, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which such Option shall be exercised, (5) authorization for the
Company to retain from the total number of Shares as to which the Option is
exercised that number of Shares having a Fair Market Value on the date of
exercise equal to the exercise price for the total number of Shares as to which
the Option is exercised, (6) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price and
any applicable income or employment taxes, (7) any combination of the foregoing
methods of payment, or (9) such other consideration and method of payment for
the issuance of Shares to the extent permitted under Applicable Laws.  In making
its determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

     10.  EXERCISE OF OPTION.

          (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.  Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, and reflected in the written option
agreement, which may include vesting requirements and/or performance criteria
with respect to the Company and/or the Optionee.

               An Option may not be exercised for a fraction of a Share.



               An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and the Company has
received full payment for the Shares with respect to which the Option is
exercised.  Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 9(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
not withstanding the exercise of the Option.  The Company shall issue (or cause
to be issued) such stock certificate promptly upon exercise of the Option.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 13 of the Plan.

               Exercise of an Option in any manner shall result in a decrease in
the number of Shares that thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

          (b)  TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP.  Subject to
Section 10(c), in the event of termination of an Optionee's Continuous Status as
an Employee or Consultant with the Company, such Optionee may, but only within
three (3) months (or such other period of time not less than thirty (30) days
and not more than twelve (12) months as is determined by the Administrator, with
such determination in the case of an Incentive Stock Option being made at the
time of grant of the Option and not exceeding three (3) months) after the date
of such termination (but in no event later than the expiration date of the term
of such Option as set forth in the Option Agreement), exercise his or her Option
to the extent that the Optionee was entitled to exercise it at the date of such
termination.  To the extent that Optionee was not entitled to exercise the
Option at the date of such termination, or if Optionee does not exercise such
Option to the extent so entitled within the time specified herein, the Option
shall terminate.  No termination shall be deemed to occur and this Section 10(b)
shall not apply if (I) the Optionee is a Consultant who becomes an Employee; or
(ii) the Optionee is an Employee who becomes a Consultant.

          (c)  DISABILITY OF OPTIONEE.  Notwithstanding Section 10(b) above, in
the event of termination of an Optionee's Continuous Status as an Employee or
Consultant as a result of his or her total and permanent disability (within the
meaning of Section 22(e)(3) of the Code), Optionee may, but only within twelve
(12) months from the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination.  To the extent that Optionee was not entitled
to exercise the Option at the date of termination, or if Optionee does not
exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate.

          (d)  DEATH OF OPTIONEE.  In the event of the death of an Optionee
during the period of Continuous Status as an Employee or Consultant, or within
thirty (30) days following the termination of the Optionee's Continuous Status
as an Employee or Consultant, the Option



may be exercised, at any time within twelve (12) months following the date of
death (but in no event later than the expiration date of the term of such Option
as set forth in the Option Agreement), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent the Optionee was entitled to exercise the Option at the date
of death or, if earlier, the date of termination of the Continuous Status as an
Employee or Consultant.  To the extent that Optionee was not entitled to
exercise the Option at the date of death or termination, as the case may be, or
if Optionee does not exercise such Option to the extent so entitled within the
time specified herein, the Option shall terminate.

          (e)  EXTENSION OF EXERCISE PERIOD.  Notwithstanding the limitations
set forth in Sections 10(b), (c) and (d) above, the Administrator has full power
and authority to extend the period of time for which any Option granted under
the Plan is to remain exercisable following termination of an Optionee's
Continuous Status as an Employee or Consultant from the limited period set forth
in the written option agreement to such greater period of time as the
Administrator shall deem appropriate; provided, however, that in no event shall
such Option be exercisable after the specified expiration date of the Option
term.

          (f)  RULE 16b-3.  Options granted to Reporting Persons shall comply
with Rule 16b-3 and shall contain such additional conditions or restrictions as
may be required thereunder to qualify for the maximum exemption for Plan
transactions.

          (g)  BUYOUT PROVISIONS.  The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

     11.  STOCK PURCHASE RIGHTS.

          (a)  RIGHTS TO PURCHASE.  Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan.  After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing of the terms, conditions and restrictions related to the
offer, including the number of Shares that such person shall be entitled to
purchase, the price to be paid (which price shall not be less than 85% of the
Fair Market Value of the Shares as of the date of the offer), and the time
within which such person must accept such offer, which shall in no event exceed
thirty (30) days from the date upon which the Administrator made the
determination to grant the Stock Purchase Right.  The offer shall be accepted by
execution of a Restricted Stock purchase agreement in the form determined by the
Administrator.  Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as "Restricted Stock."

          (b)  REPURCHASE OPTION.  Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's employment with the Company for any reason (including death or
disability).  The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original purchase price paid by



the purchaser and may be paid by cancellation of any indebtedness of the
Purchaser to the Company.  The repurchase option shall lapse at such rate as the
Administrator may determine.

          (c)  OTHER PROVISIONS.  The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.  In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

          (d)  RIGHTS AS A SHAREHOLDER.  Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company.  No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 13
of the Plan.

     12.  STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS.  At the
discretion of the Administrator, Optionees may satisfy withholding obligations
as provided in this paragraph.  When an Optionee incurs tax liability in
connection with an Option or Stock Purchase Right, which tax liability is
subject to tax withholding under applicable tax laws, and the Optionee is
obligated to pay the Company an amount required to be withheld under applicable
tax laws, the Optionee may satisfy the withholding tax obligation by one or some
combination of the following methods: (a) by cash payment, or (b) out of
Optionee's current compensation, (c) if permitted by the Administrator, in its
discretion, by surrendering to the Company Shares that (I) in the case of Shares
previously acquired from the Company, have been owned by the Optionee for more
than six months on the date of surrender, and (ii) have a fair market value on
the date of surrender equal to or less than Optionee's marginal tax rate times
the ordinary income recognized, or (d) by electing to have the Company withhold
from the Shares to be issued upon exercise of the Option, or the Shares to be
issued in connection with the Stock Purchase Right, if any, that number of
Shares having a fair market value equal to the amount required to be withheld.
For this purpose, the fair market value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined
(the "Tax Date").

               Any surrender by a Reporting Person of previously owned Shares to
satisfy tax withholding obligations arising upon exercise of this Option must
comply with the applicable provisions of Rule 16b-3.

               All elections by an Optionee to have Shares withheld to satisfy
tax withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:

          (a)  the election must be made on or prior to the applicable Tax Date;

          (b)  once made, the election shall be irrevocable as to the particular
Shares of the Option or Stock Purchase Right as to which the election is made;
and



          (c)  all elections shall be subject to the consent or disapproval of
the Administrator.

               In the event the election to have Shares withheld is made by an
Optionee and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Optionee shall receive
the full number of Shares with respect to which the Option or Stock Purchase
Right is exercised but such Optionee shall be unconditionally obligated to
tender back to the Company the proper number of Shares on the Tax Date.

     13.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, CORPORATE TRANSACTIONS.

          (a)  CHANGES IN CAPITALIZATION.  Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock that have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or that have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, the maximum number of Shares of Common Stock for which Options
may be granted to any Employee under Section 8 of the Plan and the price per
share of Common Stock covered by each such outstanding Option or Stock Purchase
Right, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination, recapitalization or reclassification
of the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option or Stock Purchase Right.

          (b)  CORPORATE TRANSACTIONS.  In the event of the proposed dissolution
or liquidation of the Company, the Option will terminate immediately prior to
the consummation of such proposed action, unless otherwise provided by the
Administrator.  The Administrator may, in the exercise of its sole discretion in
such instances, declare that any Option shall terminate as of a date fixed by
the Administrator and give each Optionee the right to exercise his or her Option
as to all or any part of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable.  In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, the Option shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Administrator
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the Optionee shall have the right to exercise
the Option as to some or all of the Optioned Stock, including Shares as to which
the Option would not otherwise be exercisable.  If the Administrator makes an
Option exercisable in lieu of assumption or substitution in the event of a



merger or sale of assets, the Administrator shall notify the Optionee that the
Option shall be exercisable for a period of thirty (30) days from the date of
such notice, and the Option will terminate upon the expiration of such period.

     14.  NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.  Options and
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution; provided, however, that the Administrator may in its
discretion grant transferable Nonstatutory Stock Options pursuant to option
agreements specifying (i) the manner in which such Nonstatutory Stock Options
are transferable and (ii) that any such transfer shall be subject to the
Applicable Laws.  Options and Stock Purchase Rights may be exercised or
purchased during the lifetime of the Optionee or Stock Purchase Rights Holder
only by the Optionee, Stock Purchase Rights Holder or a transferee permitted by
this Section 14.

     15.  TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS.  The date of grant
of an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Board.  Notice of the
determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase Right is so granted within a reasonable time after the date of
such grant.

     16.  AMENDMENT AND TERMINATION OF THE PLAN.

          (a)  AMENDMENT AND TERMINATION.   The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem advisable;
provided that, the following revisions or amendments shall require approval of
the shareholders of the Company in the manner described in Section 20 of the
Plan:

               (i)    any increase in the number of Shares subject to the Plan,
          other than an adjustment under Section 14 of the Plan;

               (ii)   any change in the designation of the class of persons
          eligible to be granted Options; or

               (iii)  any change in the limitation on grants to employees as
          described in Section 8 of the Plan or other changes which would
          require shareholder approval to qualify options granted hereunder as
          performance-based compensation under Section 162(m) of the Code.

          (b)  SHAREHOLDER APPROVAL.  If any amendment requiring shareholder
approval under Section 16(a) of the Plan is made subsequent to the first
registration of any class of equity securities by the Company under Section 12
of the Exchange Act, such shareholder approval shall be solicited as described
in Section 20 of the Plan.



          (c)  EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

     17.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any Stock Exchange.  As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required by law.

     18.  RESERVATION OF SHARES.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.  The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

     19.  AGREEMENTS.  Options and Stock Purchase Rights shall be evidenced by
written agreements in such form as the Administrator shall approve from time to
time.

     20.  SHAREHOLDER APPROVAL.

          (a)  Continuance of the Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months before or after the date
the Plan is adopted.  Such shareholder approval shall be obtained in the manner
and to the degree required under applicable federal and state law and the rules
of any stock exchange upon which the Shares are listed.

          (b)  In the event that the Company registers any class of equity
securities pursuant to Section 12 of the Exchange Act, any required approval of
the shareholders of the Company obtained after such registration shall be
solicited substantially in accordance with Section 14(a) of the Exchange Act and
the rules and regulations promulgated thereunder.

          (c)  If any required approval by the shareholders of the Plan itself
or of any amendment thereto is solicited at any time otherwise than in the
manner described in Section 20(b) hereof, then the Company shall, at or prior to
the first annual meeting of shareholders held subsequent to the later of (1) the
first registration of any class of equity securities of the Com-



pany under Section 12 of the Exchange Act or (2) the granting of an Option
hereunder to an officer or director after such registration, do the following:

               (i)   furnish in writing to the holders entitled to vote for the
Plan substantially the same information that would be required (if proxies to be
voted with respect to approval or disapproval of the Plan or amendment were then
being solicited) by the rules and regulations in effect under Section 14(a) of
the Exchange Act at the time such information is furnished; and

               (ii)   file with, or mail for filing to, the Securities and
Exchange Commission four copies of the written information referred to in
subsection (i) hereof not later than the date on which such information is first
sent or given to shareholders.

     21.  INFORMATION TO OPTIONEES.  The Company shall provide to each Optionee,
during the period for which such Optionee has one or more Options outstanding,
copies of all annual reports and other information which are provided to all
shareholders of the Company.






                                  YAHOO! INC.
                                1995 STOCK PLAN
                         NOTICE OF STOCK OPTION GRANT

(NameofOptionee)
(AddressLine1)
(AddressLine2)

     You have been granted an option to purchase Common Stock of Yahoo! Inc., a
California corporation (the "Company"), as follows:
                                
     Date of Grant                      (DateofGrant)

     Vesting Commencement Date          (VCD)

     Exercise Price per Share           $(ExercisePrice)

     Total Shares Subject to Option     (NoShares)

     Total Exercise Price               $(TotalExercisePrice)

     Type of Option:                         (ISO)      Incentive Stock Option
                                        ---------------
                                             (NQSO)     Nonstatutory Stock Option
                                        ---------------

     Term/Expiration Date:              (ExpirationDate)

     Vesting Schedule:                  This Option may be exercised, in whole or in part, in
                                        accordance with the following schedule: 
                                        (Prevested)(FirstAmtVest) of the Shares subject to the
                                        Option shall vest and become exercisable on the first
                                        anniversary of the Vesting Commencement Date and
                                        (SecondAmtVest) of the Shares subject to the Option
                                        shall vest and become exercisable on each monthly
                                        anniversary of the Vesting Commencement Date
                                        thereafter (RemainderVest), such that the Option will
                                        be fully vested at the end of (Years) years following
                                        the Vesting Commencement Date.

     Termination Period:                This Option may be exercised for 30 days after
                                        termination of employment or consulting relationship
                                        except as set out in Sections 7 and 8 of the Stock
                                        Option Agreement (but in no event later than the
                                        Expiration Date).

     

     By your signature and the signature of the Company's representative below,
you and the Company agree that this option is granted under and governed by the
terms and conditions of the Stock Option Agreement and the 1995 Stock Plan, all
of which are attached and made a part of this document.

OPTIONEE:                      YAHOO! INC.


                               By:                          
- -------------------------         -------------------------
(NameofOptionee)                President




                                  YAHOO! INC.

                                1995 STOCK PLAN

                             STOCK OPTION AGREEMENT

     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

     1.   GRANT OF OPTION.  Yahoo! Inc., a California corporation (the
"Company"), hereby grants to the Optionee named in the Notice of Grant (the
"Optionee"), an option (the "Option") to purchase a total number of shares of
Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the "Exercise Price") subject
to the terms, definitions and provisions of the Yahoo Corporation 1995 Stock
Plan (the "Plan") adopted by the Company, which is incorporated herein by
reference.  Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option.  If designated an Incentive Stock
Option, this Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code.

     2.   EXERCISE OF OPTION.  This Option shall be exercisable during its term
in accordance with the Exercise Schedule set out in the Notice of Grant and with
the provisions of Section 9 of the Plan as follows:

          (i)  RIGHT TO EXERCISE.

               (a)  This Option may not be exercised for a fraction of a share.

               (b)  In the event of Optionee's death, disability or other
termination of employment, the exercisability of the Option is governed by
Sections 6, 7 and 8 below, subject to the limitation contained in subsection
2(i)(c).

               (c)  In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in the Notice of Grant.

          (ii) METHOD OF EXERCISE.  This Option shall be exercisable only by
written notice (in the form attached as Exhibit A) which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements as to
the holder's investment intent with respect to such shares of Common Stock as
may be required by the Company pursuant to the provisions of the Plan.  Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company.  The written notice shall
be accompanied by payment of the Exercise Price.  This Option shall be deemed to
be exercised only upon receipt by the Company of such written notice accompanied
by the Exercise Price.


                                       -2-


          No Shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed.  Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.

     3.   OPTIONEE'S REPRESENTATIONS.  In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, if required by the Company, concurrently with the exercise of
all or any portion of this Option, deliver to the Company his Investment
Representation Statement in the form attached hereto as Exhibit B, and shall
read the applicable rules of the Commissioner of Corporations attached to such
Investment Representation Statement.

     4.   METHOD OF PAYMENT.  Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee:

          i.   cash; or

          ii.  check; or

          iii. surrender of other shares of Common Stock of the Company which
(A) in the case of Shares acquired pursuant to the exercise of a Company option,
have been owned by the Optionee for more than six (6) months on the date of
surrender, and (B) have a fair market value on the date of surrender equal to
the Exercise Price of the Shares as to which the Option is being exercised; or

          iv.  such other consideration, including promissory notes, as may be
determined by the Board in its absolute discretion to the extent permitted under
Sections 408 and 409 of the California General Corporation Law.

     5.   RESTRICTIONS ON EXERCISE.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as
promulgated by the Federal Reserve Board.  As a condition to the exercise of
this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or regulation.

     6.   TERMINATION OF RELATIONSHIP.  In the event of termination of
Optionee's consulting relationship or Continuous Status as an Employee, Optionee
may, to the extent otherwise so entitled at the date of such termination (the
"Termination Date"), exercise this Option during the Termination Period set out
in the Notice of Grant.  To the extent that Optionee was not entitled to
exercise this Option at the date of such termination, or if Optionee does not
exercise this Option within the time specified herein, the Option shall
terminate.

     7.   DISABILITY OF OPTIONEE.

          (i)  Notwithstanding the provisions of Section 6 above, in the event
of termination of Optionee's consulting relationship or Continuous Status as an
Employee as a result of his total and permanent disability (as defined in
Section 22(e)(3) of the Code), Optionee may, but only within twelve


                                       -3-


(12) months from the date of termination of employment (but in no event later
than the date of expiration of the term of this Option as set forth in Section
10 below), exercise this Option to the extent he was entitled to exercise it 
at the date of such termination.  To the extent that Optionee was not entitled
to exercise the Option at the date of termination, or if Optionee does not
exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.

          (ii) Notwithstanding the provisions of Section 6 above, in the event
of termination of Optionee's consulting relationship or Continuous Status as an
Employee as a result of any disability not constituting a total and permanent
disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only
within six (6) months from the date of termination of employment (but in no
event later than the date of expiration of the term of this Option as set forth
in Section 10 below), exercise this Option to the extent he was entitled to
exercise it at the date of such termination; provided, however, that if this is
an Incentive Stock Option and Optionee fails to exercise this Incentive Stock
Option within three (3) months from the date of termination of employment, this
Option will cease to qualify as an Incentive Stock Option (as defined in Section
422 of the Code) and Optionee will be treated for federal income tax purposes as
having received ordinary income at the time of such exercise in an amount
generally measured by the difference between the exercise price for the Shares
and the fair market value of the Shares on the date of exercise.  To the extent
that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option (which he was entitled
to exercise) within the time specified herein, the Option shall terminate.

     8.   DEATH OF OPTIONEE.  In the event of the death of Optionee:

          (i)  during the term of this Option and while an Employee or
Consultant of the Company and having a consulting relationship with the Company
or having been in Continuous Status as an Employee since the date of grant of
the Option, the Option may be exercised, at any time within six (6) months
following the date of death (but in no event later than the date of expiration
of the term of this Option as set forth in Section 10 below), by Optionee's
estate or by a person who acquired the fight to exercise the Option by bequest
or inheritance, but only to the extent of the fight to exercise that would have
accrued had the Optionee continued living and remained a consultant or remained
in Continuous Status as an Employee six (6) months after the date of death; or

          (ii) within thirty (30) days after the termination of Optionee's
Status as an Employee or Consultant, the Option may be exercised, at any time
within six (6) months following the date of death (but in no event later than
the date of expiration of the term of this Option as set forth in Section 10
below), by Optionee's estate or by a person who acquired the fight to exercise
the Option by bequest or inheritance, but only to the extent of the fight to
exercise that had accrued at the date of termination.

     9.   NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him.  The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

     10.  TERM OF OPTION.  This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.  The limitations set out
in Section 7 of the Plan regarding Options designated as Incentive Stock Options
and Options granted to more than ten percent (10%) shareholders shall apply to
this Option.


                                       -4-


     11.  TAXATION UPON EXERCISE OF OPTION.  Optionee understands that, upon
exercising a nonstatutory Option, he or she will recognize income for tax
purposes in an amount equal to the excess of the then fair market value of the
Shares over the exercise price.  However, the timing of this income recognition
may be deferred for up to six months if Optionee is subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  If the
Optionee is an employee, the Company will be required to withhold from
Optionee's compensation, or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income. 
Additionally, the Optionee may at some point be required to satisfy tax
withholding obligations with respect to the disqualifying disposition of an
Incentive Stock Option.  The Optionee shall satisfy his or her tax withholding
obligation arising upon the exercise of this Option by one or some combination
of the following methods: (i) by cash payment, or (ii) out of Optionee's current
compensation, or (iii) if permitted by the Administrator, in its discretion, by
surrendering to the Company Shares which (a) in the case of Shares previously
acquired from the Company, have been owned by the Optionee for more than six
months on the date of surrender, and (b) have a fair market value on the date of
surrender equal to or greater than Optionee's marginal tax rate times the
ordinary income recognized, (iv) by electing to have the Company withhold from
the Shares to be issued upon exercise of the Option that number of Shares having
a fair market value equal to the amount required to be withheld.  For this
purpose, the fair market value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined (the "Tax
Date").

     If the Optionee is subject to Section 16 of the Exchange Act (an
"Insider"), any surrender of previously owned Shares to satisfy tax withholding
obligations arising upon exercise of this Option must comply with the applicable
provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and
shall be subject to such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

     All elections by an Optionee to have Shares withheld to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:

          (1)  the election must be made on or prior to the applicable Tax Date;

          (2)  once made, the election shall be irrevocable as to the particular
Shares of the Option as to which the election is made;

          (3)  all elections shall be subject to the consent or disapproval of
the Administrator;

          (4)  if the Optionee is an Insider, the election must comply with the
applicable provisions of Rule 16b-3 and shall be subject to such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

     12.  TAX CONSEQUENCES.  Set forth below is a brief summary as of the date
of this Option of some of the federal and California tax consequences of
exercise of this Option and disposition of the Shares.  THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. 
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.


                                       -5-


          (i)  EXERCISE OF ISO.  If this Option qualifies as an ISO, there will
be no regular federal income tax liability or California income tax liability
upon the exercise of the Option, although the excess, if any, of the fair market
value of the Shares on the date of exercise over the Exercise Price will be
treated as an adjustment to the alternative minimum tax for federal tax purposes
and may subject the Optionee to the alternative minimum tax in the year of
exercise.

          (ii) EXERCISE OF NONSTATUTORY STOCK OPTION.  If this Option does not
qualify as an ISO, there may be a regular federal income tax liability and a
California income tax liability upon the exercise of the Option.  The Optionee
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the fair market value of the
Shares on the date of exercise over the Exercise Price.  If Optionee is an
employee, the Company will be required to withhold from Optionee's compensation
or collect from Optionee and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of exercise.

          (iii)     DISPOSITION OF SHARES.  In the case of an NSO, if Shares are
held for at least one year, any gain realized on disposition of the Shares will
be treated as long-term capital gain for federal and California income tax
purposes.  In the case of an ISO, if Shares transferred pursuant to the Option
are held for at least one year after exercise and are disposed of at least two
years after the Date of Grant, any gain realized on disposition of the Shares
will also be treated as long-term capital gain for federal and California income
tax purposes.  If Shares purchased under an ISO are disposed of within such one-
year period or within two years after the Date of Grant, any gain realized on
such disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the difference between the Exercise Price and the
lesser of (1) the fair market value of the Shares on the date of exercise, or
(2) the sale price of the Shares.

          (iv) NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES.  If the Option
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition.  Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee from the early disposition by payment in cash or out
of the current earnings paid to the Optionee.


                                       -6-


                                   EXHIBIT A

                                1995 STOCK PLAN

                                EXERCISE NOTICE

Yahoo! Inc.
635 Vaqueros Avenue
Sunnyvale, CA 94086
Attention:  Chief Financial Officer

     1.   EXERCISE OF OPTION.  Effective as of today, ______________, ____, 
the undersigned ("Optionee") hereby elects to exercise Optionee's option to 
purchase Zshares of the Common Stock (the "Shares") of Yahoo! Inc.  (the 
"Company") under and pursuant to the Company's 1995 Stock Plan, as amended 
(the "Plan") and the Incentive or Nonstatutory Stock Option Agreement dated 
(DateofGrant) (the "Option Agreement").

     2.   REPRESENTATIONS OF OPTIONEE.  Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.  Optionee represents that
Optionee is purchasing the Shares for Optionee's own account for investment and
not with a view to, or for sale in connection with, a distribution of any of
such Shares.

     3.   COMPLIANCE WITH SECURITIES LAWS.  Optionee understands and
acknowledges that the Shares have not been registered under the Securities Act
of 1933, as amended (the "1933 Act"), and, notwithstanding any other provision
of the Option Agreement to the contrary, the exercise of any rights to purchase
any Shares is expressly conditioned upon compliance with the 1933 Act, all
applicable state securities laws and all applicable requirements of any stock
exchange or over the counter market on which the Company's Common Stock may be
listed or traded at the time of exercise and transfer.  Optionee agrees to
cooperate with the Company to ensure compliance with such laws.

     4.   FEDERAL RESTRICTIONS ON TRANSFER.  Optionee understands that the
Shares have not been registered under the 1933 Act and therefore cannot be
resold and must be held indefinitely unless they are registered under the 1933
Act or unless an exemption from such registration is available and that the
certificate(s) representing the Shares may bear a legend to that effect. 
Optionee understands that the Company is under no obligation to register the
Shares and that an exemption may not be available or may not permit Optionee to
transfer Shares in the amounts or at the times proposed by Optionee. 
Specifically, Optionee has been advised that Rule 144 promulgated under the 1933
Act, which permits certain resales of unregistered securities, is not presently
available with respect to the Shares and, in any event requires that the Shares
be paid for and then be held for at least two years (and in some cases three
years) before they may be resold under Rule 144.

     5.   RIGHTS AS SHAREHOLDER.  Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no fight to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the optioned Stock, notwithstanding the exercise of the Option.  The
Company shall issue (or cause to be issued) such stock certificate promptly
after the Option is exercised.  No adjustment will


                                       -7-


be made for a dividend or other fight for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 12 of the
Plan.

     Optionee shall enjoy rights as a shareholder until such time as Optionee
disposes of the Shares or the Company and/or its assignee(s) exercises the Right
of First Refusal hereunder.  Upon such exercise, Optionee shall have no further
rights as a holder of the Shares so purchased except the fight to receive
payment for the Shares so purchased in accordance with the provisions of this
Agreement, and Optionee shall forthwith cause the certificate(s) evidencing the
Shares so purchased to be surrendered to the Company for transfer or
cancellation.

     6.   COMPANY'S RIGHT OF FIRST REFUSAL.  Before any Shares held by Optionee
or any transferee (either being sometimes referred to herein as the "Holder")
may be sold or otherwise transferred (including transfer by gift or operation of
law), the Company or its assignee(s) shall have a fight of first refusal to
purchase the Shares on the terms and conditions set forth in this Section (the
"Right of First Refusal").

          (a)  NOTICE OF PROPOSED TRANSFER.  The Holder of the Shares shall
deliver to the Company a written notice (the "Notice") stating:  (i) the
Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the
name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and
(iv) the bona fide cash price or other consideration for which the Holder
proposes to transfer the Shares (the "Offered Price"), and the Holder shall
offer the Shares at the Offered Price to the Company or its assignee(s).

          (b)  EXERCISE OF RIGHT OF FIRST REFUSAL.  At any time within thirty
(30) days after receipt of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all, but not less than
all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c)
below.

          (c)  PURCHASE PRICE.  The purchase price ("Purchase Price") for the
Shares purchased by the Company or its assignee(s) under this Section shall be
the Offered Price.  If the Offered Price includes consideration other than cash,
the cash equivalent value of the non-cash consideration shall be determined by
the Board of Directors of the Company in good faith.

          (d)  PAYMENT.  Payment of the Purchase Price shall be made, at the
option of the Company or its assignee(s), in cash (by check), by cancellation of
all or a portion of any outstanding indebtedness of the Holder to the Company
(or, in the case of repurchase by an assignee, to the assignee), or by any
combination thereof within 30 days after receipt of the Notice or in the manner
and at the times set forth in the Notice.

          (e)  HOLDER'S RIGHT TO TRANSFER.  If all of the Shares proposed in the
Notice to be transferred to a given Proposed Transferee are not purchased by the
Company and/or its assignee(s) as provided in this Section, then the Holder may
sell or otherwise transfer such Shares to that Proposed Transferee at the
Offered Price or at a higher price, provided that such sale or other transfer is
consummated within 120 days after the date of the Notice and provided further
that any such sale or other transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that
the provisions of this Section shall continue to apply to the Shares in the
hands of such Proposed Transferee If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall be
given to the Company, and the Company and/or its


                                       -8-


assignees shall again be offered the Right of First Refusal before any Shares
held by the Holder may be sold or otherwise transferred.

          (f)  EXCEPTION FOR CERTAIN FAMILY TRANSFERS.  Anything to the 
contrary contained in this Section notwithstanding, the transfer of any or 
all of the Shares during the Optionee's lifetime or on the Optionee's death 
by will or intestacy to the Optionee's immediate family or a trust for the 
benefit of the Optionee's immediate family shall be exempt from the 
provisions of this Section. "Immediate Family" as used herein shall mean 
spouse, lineal descendant or antecedent, father, mother, brother or sister.  
In such case, the transferee or other recipient shall receive and hold the 
Shares so transferred subject to the provisions of this Section, and there 
shall be no further transfer of such Shares except in accordance with the 
terms of this Section.

          (g)  TERMINATION OF RIGHT OF FIRST REFUSAL.  The Right of First
Refusal shall terminate as to any Shares 90 days after the first sale of Common
Stock of the Company to the general public pursuant to a registration statement
filed with and declared effective by the Securities and Exchange Commission
under the 1933 Act.

     7.   TAX CONSULTATION.  Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares.  Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

     8.   RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

          (a)  LEGENDS.  Optionee understands and agrees that the Company shall
cause the legends set forth below or legends substantially equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together
with any other legends that may be required by state or federal securities laws:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
          THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
          SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
          UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN
          FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
          SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION
          IS IN COMPLIANCE THEREWITH.

          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
          RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD
          BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE
          NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
          SHARES, A.  COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE
          OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST
          REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.


                                       -9-


          IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY,
          OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION
          THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER
          OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED
          IN THE COMMISSIONER'S RULES.

          Optionee understands that transfer of the Shares may be restricted by
Section 260.141.11 of the Rules of the California Corporations Commissioner, a
copy of which is attached to EXHIBIT B, the Investment Representation Statement.

          (b)  STOP-TRANSFER NOTICES.  Optionee agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

          (c)  REFUSAL TO TRANSFER.  The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

     9.   MARKET STANDOFF AGREEMENT.  In connection with the initial public
offering of the Company's securities and upon request of the Company or the
underwriters managing any underwritten offering of the Company's securities,
Optionee hereby agrees not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Shares (other than those
included in the registration) without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
180 days) from the effective date of such registration as may be requested by
the Company or such managing underwriters.

     10.  SUCCESSORS AND ASSIGNS.  The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company.  Subject to
the restrictions on transfer herein set forth, this Agreement shall be binding
upon Optionee and his or her heirs, executors, administrators, successors and
assigns.

     11.  INTERPRETATION.  Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the
Company's Board of Directors or the committee thereof that administers the Plan,
which shall review such dispute at its next regular meeting.  The resolution of
such a dispute by the Board or committee shall be final and binding on the
Company and on Optionee.

     12.  GOVERNING LAW; SEVERABILITY.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflicts of law.  Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.

     13.  NOTICES.  Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by


                                       -10-


certified mail, with postage and fees prepaid, addressed to the other party at
its address as shown below beneath its signature, or to such other address as
such party may designate in writing from time to time to the other party.

     14.  FURTHER INSTRUMENTS.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.

     15.  DELIVERY OF PAYMENT.  Optionee herewith delivers to the Company the
full Exercise Price for the Shares.


                                       -11-


     16.  ENTIRE AGREEMENT.  The Plan and Notice of Grant/Option Agreement 
are incorporated herein by reference.  This Agreement, the Plan and the 
Notice of Grant/Option Agreement constitute the entire agreement of the 
parties and supersede in their entirety all prior undertakings and agreements 
of the Company and Optionee with respect to the subject matter hereof, and is 
governed by California law, without reference to conflicts of laws principles.

Submitted by:                      Accepted by:

OPTIONEE:                          YAHOO! INC.



                                   By:                           
- -----------------------------         ---------------------------
(NameofOptionee)                 Title:                        
(AddressLine1)                         ------------------------
(AddressLine2)                         635 Vaqueros Avenue
                                         Sunnyvale, CA 94086


                                       -12-


                                   EXHIBIT B

                     INVESTMENT REPRESENTATION STATEMENT


OPTIONEE:            (NameofOptionee)

COMPANY:             Yahoo! Inc.

SECURITY:            Common Stock

AMOUNT:              ____________ shares

DATE:                ___________________, _____

In connection with the purchase of the above-listed Securities, I, the Optionee,
represent to the Company the following:

          (a)  I am aware of the Company's business affairs and financial
condition, and have acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Securities.  I am
purchasing these Securities for my own account for investment purposes only and
not with a view to, or for the resale in connection with, any "distribution"
thereof for purposes of the Securities Act of 1933, as amended (the "Securities
Act").

          (b)  I understand that the Securities have not been registered under
the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of my
investment intent as expressed herein.  In this connection, I understand that,
in the view of the Securities and Exchange Commission (the "SEC"), the statutory
basis for such exemption may be unavailable if my representation was predicated
solely upon a present intention to hold these Securities for the minimum capital
gains period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a period of
one year or any other fixed period in the future.

          (c)  I further understand that the Securities must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available.  Moreover, I understand
that the Company is under no obligation to register the Securities.  In
addition, I understand that the certificate evidencing the Securities will be
imprinted with a legend which prohibits the transfer of the Securities unless
they are registered or such registration is not required in the opinion of
counsel for the Company.

          (d)  I am familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly, from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions.  Rule 701 provides that if the issuer qualifies under Rule 701 at
the time of issuance of the Securities, such issuance will be exempt from
registration under the Securities Act.  In the event the Company later becomes
subject to the reporting requirements of Section 13 or 15(d)of the Securities
Exchange Act of 1934, ninety (90) days thereafter the securities exempt under


                                       -13-


Rule 701 may be resold, subject to the satisfaction of certain of the conditions
specified by Rule 144, including among other things:  (1) the sale being made
through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of
certain public information about the Company, and the amount of securities being
sold during any three month period not exceeding the limitations specified in
Rule 144(e), if applicable.  Notwithstanding this paragraph (d), I acknowledge
and agree to the restrictions set forth in paragraph (e) hereof.

          In the event that the Company does not qualify under Rule 701 at the
time of issuance of the Securities, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires
among other things:  (1) the availability of certain public information about
the Company, (2) the resale occurring not less than two years after the party
has purchased, and made full payment for, within the meaning of Rule 144, the
securities to be sold; and, in the case of an affiliate, or of a non-affiliate
who has held the securities less than three years, (3) the sale being made
through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934) and the amount of securities being sold during any three
month period not exceeding the specified limitations stated therein, if
applicable.

          (e)  I further understand that in the event all of the applicable 
requirements of Rule 144 or Rule 701 are not satisfied, registration under 
the Securities Act, compliance with Regulation A, or some other registration 
exemption will be required; and that, notwithstanding the fact that Rule 144 
and Rule 701 are not exclusive, the Staff of the SEC has expressed its 
opinion that persons proposing to sell private placement securities other 
than in a registered offering and otherwise than pursuant to Rule 144 or Rule 
701 will have a substantial burden of proof in establishing that an exemption 
from registration is available for such offers or sales, and that such 
persons and their respective brokers who participate in such transactions do 
so at their own risk.

          (f)  I understand that the certificate evidencing the Securities 
may be imprinted with a legend which prohibits the transfer of the Securities 
without the consent of the Commissioner of Corporations of California.  I 
have read the applicable Commissioner's Rules with respect to such 
restriction, a copy of which is attached.

                                   Signature of Optionee:



                                   (NameofOptionee)


                                       -14-


                STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE

            Title 10.  Investment - Chapter 3.  Commissioner of Corporations

  260.141.11:  RESTRICTION ON TRANSFER.  (a)  The issuer of any security upon 
which a restriction on transfer has been imposed pursuant to Sections 
260.102.6, 260.141.10 or 260.534 shall cause a copy of this section to be 
delivered to each issuee or transferee of such security at the time the 
certificate evidencing the security is delivered to the issuee or transferee.

  (b)   It is unlawful for the holder of any such security to consummate a sale
or transfer of such security, or any interest therein, without the prior written
consent of the Commissioner (until this condition is removed pursuant to Section
260.141.12 of these rules), except:

  (1)   to the issuer;
  (2)   pursuant to the order or process of any court;
  (3)   to any person described in Subdivision (i) of Section 25102 of the Code
        or Section 260.105.14 of these rules;
  (4)   to the transferor's ancestors, descendants or spouse, or any custodian
        or trustee for the account of the transferor or the transferor's
        ancestors, descendants, or spouse; or to a transferee by a trustee or
        custodian for the account of the transferee or the transferee's
        ancestors, descendants or spouse;
  (5)   to holders of securities of the same class of the same issuer;
  (6)   by way of gift or donation inter vivos or on death;
  (7)   by or through a broker-dealer licensed under the Code (either acting as
        such or as a finder) to a resident of a foreign state, territory or
        country who is neither domiciled in this state to the knowledge of the
        broker-dealer, nor actually present in this state if the sale of such
        securities is not in violation of any securities law of the foreign
        state, territory or country concerned;
  (8)   to a broker-dealer licensed under the Code in a principal transaction,
        or as an underwriter or member of an underwriting syndicate or selling
        group;
  (9)   if the interest sold or transferred is a pledge or other lien given by
        the purchaser to the seller upon a sale of the security for which the
        Commissioner's written consent is obtained or under this rule not
        required;
  (10)  by way of a sale qualified under Sections 25111, 25112, 25113 or 25121
        of the Code, of the securities to be transferred, provided that no order
        under Section 25140 or Subdivision (a) of Section 25143 is in effect
        with respect to such qualification;
  (11)  by a corporation to a wholly owned subsidiary of such corporation, or by
        a wholly owned subsidiary of a corporation to such corporation;
  (12)  by way of an exchange qualified under Section 25111, 25112 or 25113 of
        the Code, provided that no order under Section 25140 or Subdivision (a)
        of Section 25143 is in effect with respect to such qualification;
  (13)  between residents of foreign states, territories or countries who are
        neither domiciled nor actually present in this state; 
  (14)  to the State Controller pursuant to the Unclaimed Property Law or to the
        administrator of the unclaimed property law of another state; or
  (15)  by the State Controller pursuant to the Unclaimed Property Law or by the
        administrator of the unclaimed property law of another state if, in
        either such case, such person (i) discloses to potential purchasers at
        the sale that transfer of the securities is restricted under this rule,
        (ii) delivers to each purchaser a copy of this rule, and (iii) advises
        the Commissioner of the name of each purchaser;
  (16)  by a trustee to a successor trustee when such transfer does not involve
        a change in the beneficial ownership of the securities;
  (17)  by way of an offer and sale of outstanding securities in an issuer
        transaction that is subject to the qualification requirement of Section
        25110 of the Code but exempt from that qualification requirement by
        subdivision (f) of Section 25102;

provided that any such transfer is on the condition that any certificate 
evidencing the security issued to such transferee shall contain the legend 
required by this section.

  (c) The certificates representing all such securities subject to such a 
restriction on transfer, whether upon initial issuance or upon any transfer 
thereof, shall bear on their face a legend, prominently stamped or printed 
thereon in capital letters of not less than 10-point size, reading as follows:

   "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY 
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR 
WRITTEN CONSENT OF THE COMMISSIONER OR CORPORATIONS OF THE STATE OF 
CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."

EX-10.15

                                   SUBLEASE



    1.   PARTIES

         This Sublease is entered into as of June 6, 1996, by and between VISX,
INCORPORATED, a Delaware corporation (Sublessor) and YAHOO! INC., a California
corporation (Sublessee).  Sublessor entered into that certain Lease dated June
16, 1992, and amended by that certain First Amendment to Lease dated October 2,
1992 and that certain Second Amendment to Lease dated March 8, 1996 (as amended,
the "Master Lease"), with SOBRATO INTERESTS, a California limited partnership,
as Landlord, and Sublessor as Tenant.  A copy of the Master Lease is attached
hereto as Exhibit A.

    2.   PROVISIONS CONSTITUTING SUBLEASE

         A.   This Sublease is subject to all of the terms and conditions of
the Master Lease.  Sublessee shall not commit or permit to be committed on the
Subleased Premises any act or omission which shall violate any term or condition
of the Master Lease.  In the event of the termination of Sublessor's interest as
Lessee under the Master Lease for any reason other than the default of Sublessor
under the Master Lease or this Sublease, then this Sublease shall terminate
coincidentally therewith without any liability of Sublessor to Sublessee.

         B.   All of the terms and conditions contained in the Master Lease as
modified below are incorporated herein, except as provided herein, as terms and
conditions of this Sublease, and, along with all of the following Sections set
out in this Sublease, shall be the complete terms and conditions of this
Sublease.  For purposes of this Sublease, and except as provided in Section 2.C,
each reference to Landlord incorporated from the Master Lease shall be deemed to
refer to Sublessor hereunder, each reference to Tenant shall be deemed to refer
to Sublessee hereunder, each reference to the Lease shall mean this Sublease,
and each reference to the Premises shall mean the Subleased Premises.  Sublessee
shall assume and perform the obligations of Sublessor and Lessee in said Master
Lease, to the extent said terms and conditions are incorporated herein as
obligations of Sublessee.  The following provisions are not incorporated into
this Sublease:  Sections 1 (Parties), 2 (Premises), 3 (Use), 4 (Term and
Rental), 7 (Construction and Possession), 14 (Utilities), 19 (Indemnity), 37
(Option to Extend), 38 (Options), 40 (Brokers), 41 (Landlord's Liability), 44
(Right of First Offer), 45B (Management Fee), Exhibits A, B, C, D, E & F, and
the First Amendment and Second Amendment to the Master Lease.  Capitalized terms
not otherwise defined herein shall have the meaning given them in the Master
Lease.

         C.   The following provisions of the Master Lease are incorporated
herein, modified as set forth below:

              -    SECTION 5 Security Deposit - The sum of Forty-Five Thousand
                   and No/100 Dollars ($45,000.00) is replaced by the sum of
                   Thirty-Three Thousand Two Hundred Forty Three and 21/100
                   Dollars ($33,243.21.)



              -    SECTION 6 Late Charge - Reference to ten (10) days shall be
                   changed to five (5) days.

              -    SECTION 10 Alterations and Additions - Landlord shall mean
                   both the Landlord under the Master Lease and Sublessor.  The
                   second paragraph beginning  Notwithstanding...' is deleted

              -    SECTION 11 Maintenance of Premises - The percentages noted
                   in Section 11(C) that currently read 48.09% and 12.69%,
                   which represent Tenant's Allocable Share of Building Costs
                   and Project Costs, respectively, shall instead read 30.85%
                   and 8.15%.  If any obligation to reimburse Common Area Costs
                   incorporated into this Sublease would require Sublessee to
                   pay the cost of any item properly capitalized under
                   generally accepted accounting principles ("GAAP"), the cost
                   of that item will be amortized, together with interest at
                   nine percent (9%) per annum, over its useful life, as
                   determined in accordance with GAAP, and Sublessee shall pay
                   the monthly amortized cost of that item, as the same time as
                   payments of Common Area Costs are required to be made
                   hereunder, until the earlier of the end of such useful life
                   or the expiration of the term hereof.

                   In Sections 11(E) and (F), Landlord shall mean Landlord
                   under the Master Lease only, and not Sublessor.

              -    SECTION 12 Hazard Insurance - Delete the language reading
                   "the purpose described in Exhibit D" and substitute:  the
                   purpose described in Section 6 of this Sublease.

              -    SECTIONS 12(B) AND 12(C) Hazard Insurance - In Sections
                   12(B) and 12(C), Landlord shall mean Landlord under the
                   Master Lease only, and not Sublessor.  In Section 12(D),
                   Landlord shall mean both Landlord under the Master Lease and
                   Sublessor.

              -    SECTION 13 Taxes - The second paragraph beginning
                   "Notwithstanding..." is deleted, but Sublessee will have no
                   obligation to pay any more than its Allocable Share of any
                   increase in real property taxes attributable to a change of
                   ownership of the Building.

              -    SECTION 18 Toxic Waste and Environmental Damage - Landlord
                   shall mean both the Landlord under the Master Lease and
                   Sublessor.  The introductory clause in Section 18(A), which
                   reads "Except for the materials listed on Exhibit  E'" is
                   deleted.


                                      -2-



              -    SECTION 19 The last two sentences of Section 19(A) are not
                   incorporated into this Sublease.

              -    SECTION 20 Advertisements and Signs - Delete the language
                   which reads "Landlord hereby consents to the placement of a
                   sign with the dimensions and at the location described on
                   Exhibit 'F.'"

              -    SECTION 22(b) AND (c) Tenant's Default - References to
                   thirty (30) days in subsections (b) and (c) in the first
                   paragraph are changed to twenty-five (25) days.

              -    SECTION 25 Landlord's Default - The reference to thirty (30)
                   days shall be modified so that Sublessor shall have an
                   additional five (5) days beyond that allotted to Master
                   Lessor within which to perform any obligation of Master
                   Lessor which is also the obligation of Sublessor, before
                   Sublessor shall be deemed to be in default hereunder.

              -    SECTION 26 Notice - Reference to fifteen (15) days is
                   changed to twenty (20) days.

              -    SECTION 27 Entry by Landlord - Landlord shall mean both the
                   Landlord under the Master Lease and Sublessor.

              -    SECTION 28 Destruction of Premises - Landlord shall mean
                   Landlord under the Master Lease only, and not Sublessor.

              -    SECTION 29(A) Assignment or Sublease - References to thirty
                   (30) days are changed to thirty five (35) days.

              -    SECTION 31 Effect of Conveyance - References to Landlord
                   shall mean Landlord under the Master Lease only, and not
                   Sublessor.

              -    SECTION 32 Subordination - Landlord shall mean both the
                   Landlord under the Master Lease and Sublessor.

              -    SECTION 33 Waiver - Landlord shall mean both the Landlord
                   under the Master Lease and Sublessor.

              -    SECTION 34 Holding Over (last sentence only) - Landlord
                   shall mean both the Landlord under the Master Lease and
                   Sublessor.

         D.   Sublessor represents and warrants the following to Sublessee as
of the date of this Sublease:  (1) the document attached hereto as Exhibit A is
a true, accurate and complete copy of the Master Lease, and there is no other
document, agreement or understanding between Sublessor and Master Lessor with
respect to the lease of the Premises; (2) Sublessor has not assigned, sublet or
transferred any interest of Sublessor in the Master Lease or the Premises,


                                      -3-



except as set forth in this Sublease; (3) to the best of Sublessor's knowledge,
there exists no default under the Master Lease, or any condition which with the
passage of time or the giving of notice, or both, would constitute a default
under the Master Lease, on the part of either Sublessor or Master Lessor; (4)
the Commencement Date of the Master Lease was October 1, 1992 and the Expiration
Date of the Master Lease, as amended, is May 23, 2003.

         E.   Sublessor shall perform all obligations of Tenant under the
Master Lease, except to the extent such obligation is required to be performed
by Sublessee hereunder.  Sublessor shall use reasonable efforts (exclusive of
filing any lawsuit or paying any monies or incurring any liabilities) to enforce
the obligations of Master Lessor for the benefit of Sublessee, to the extent
that the failure to perform any such obligation by Master Lessor has, or is
reasonably anticipated to have, it material effect upon Sublessee.  If Sublessor
is not obligated, by the preceding sentence or otherwise, to enforce the
obligations of Master Lessor for the benefit of Sublessee, and does not enforce
such obligations in a timely manner, then, upon written request of Sublessee,
Sublessor will assign to Sublessee any claim, cause of action, right or remedy
available to enforce such obligation, and collect damages for such failure to
perform, and Sublessor will thereafter cooperate with Sublessee as reasonably
necessary to enforce such obligations.  Sublessor will not modify the Master
Lease (so as to materially decrease the obligations of Master Lessor with
respect to the Subleased Premises, or to diminish the rights available to
Sublessee hereunder) or terminate the Master Lease without the express written
consent of Sublessee, notwithstanding that any such termination ,may be
permitted by the terms of the Master Lease.

              F.   Sublessor will indemnify, defend, protect and hold harmless
Sublessee from and against any loss, cost, liability, expense, judgments or fees
actually and proximately caused by the negligence or willful misconduct of
Sublessor, its agents, employees or contractors, or a breach of the obligations
or representations of Sublessor under this Sublease or the Master Lease. 
Neither Sublessor nor Sublessee shall be liable to the other for incidental,
consequential, indirect or special damages of any kind, including any financial
loss that would be properly characterized at any of the foregoing.

         3.   SUBLEASED PREMISES

              Sublessor leases to Sublessee and Sublessee hires from Sublessor 
the premises (the "Subleased Premises") together with the appurtenances, 
situated in the City of Santa Clara, County of Santa Clara, State of California,
and consisting of approximately Thirty Three Thousand Five Hundred Seventy Nine
(33,579) square feet of office space on the second floor of the Building located
at 3400 Central Expressway, as shown on Exhibit B.

         4.   RENTAL

              Commencing on the earlier of:  (i) July 31, 1996, or (ii) the 
date on which Sublessee occupies the entire Subleased Premises for the 
purposes of doing business therein (the "Rent Start Date"), Sublessee shall 
pay to Sublessor as monthly base rent (the "Base Rent") for the Subleased 
Premises in advance on the first day of each calendar month of the term of 
this Sublease without deduction, offset, prior notice or demand, in lawful 
money of the United States, 


                                      -4-



the sum of Thirty-Three Thousand Two Hundred Forty Three and 21/100 Dollars 
($33,243.21). If the Commencement Date is not the first day of the month, or 
if the Sublease termination date is not the last day of the month, a prorated 
monthly installment shall be paid at the then current rate for the fractional 
month during which the Sublease commences and/or terminates.

         5.   TERM

              The term of this Sublease shall be thirty (30) months 
commencing on the date (the "Commencement Date") on which (i) the parties 
have executed and delivered this Sublease, and the conditions stated in 
Section 15 hereof have been satisfied or waived, and (ii) Sublessor delivers 
possession of the Subleased Premises to Sublessee, broom clean, and otherwise 
in the condition required hereunder.

         6.   USE

              Sublessee shall use the Subleased Premises for general office 
use, and for no other purpose without the prior written consent of Sublessor. 
Sublessee's business shall be established and conducted throughout the term 
hereof in a first class-manner.  Sublessee shall not use the Subleased 
Premises for, or carry on, or permit to be carried on, any offensive, noisy 
or dangerous trade, business, manufacture or occupation nor permit any 
auction sale to be held or conducted on or about the Subleased Premises.  
Sublessee shall not do or suffer anything to be done upon the Subleased 
Premises which will cause structural injury to the Subleased Premises or the 
Building.  The Subleased Premises shall not be overloaded and no machinery, 
apparatus or other appliance shall be used or operated in or upon the 
Subleased Premises which will in any manner injure, vibrate or shake the 
Subleased Premises or the Building.  No use shall be made of the Subleased 
Premises which will in any way impair the efficient operation of the 
sprinkler system (if any) within the Building.  No musical instrument of any 
sort, or any noise making device will be operated or allowed upon the 
Subleased Premises for the purpose of attracting trade or otherwise.  
Sublessee shall not use or permit the use of the Subleased Premises or any 
part thereof for any purpose which will increase the existing rate of 
insurance upon the Building, or cause a cancellation of any insurance policy 
covering the Building or any part thereof.  If any act on the part of 
Sublessee or use of the Subleased Premises by Sublessee shall cause, directly 
or indirectly, any increase of Sublessor's insurance expense, said additional 
expense shall be paid by Sublessee to Sublesser upon demand.  No such payment 
by Sublessee shall limit Sublessor in the exercise of any other rights or 
remedies, or constitute a waiver of Sublessor's right to require Sublessee to 
discontinue such act or use.

         7.   RENTAL INCREASE

              The Base Rent shall be increased on the first day of the 
thirteenth (13th) month and the first day of the twenty-fifth (25th) month of 
the term hereof (the "Adjustment Dates") as described herein.  If the Index, 
as defined below, most recently published prior to the Adjustment Date (the  
Adjustment Date Index') has increased over the Beginning Index, as defined 
below, the Base Rent shall be increased by multiplying the Base Rent set 
forth in Paragraph 4 above by a fraction, the numerator of which is the 
Adjustment Date Index, and the denominator of which is the Beginning Index; 
provided, however, that the increase in Base Rent at any Adjustment Date 


                                      -5-



shall not be less than the equivalent of a four percent (4%) per year 
increase, nor greater than the equivalent of an eight percent (8%) per year 
increase.  The Index, as used herein, shall mean the Consumer Price Index for 
All Urban Consumers - All Items (base year 1982-1984 = 100) for San 
Francisco-Oakland-San Jose published by the United States Department of 
Labor, Bureau of Labor Statistics.  The Beginning Index shall mean the Index 
which is most recently published prior to the Commencement Date.

         8.   OPTION TO EXTEND

              Sublessee shall have the option to extend the term of this 
Sublease for an additional six (6) months for a total term of thirty-six (36) 
months. Sublessee shall give notice of exercise no later than the end of the 
twenty-fourth (24th) month of the original Sublease term.  The Base Rent 
shall be the same rate as for months 25-30.

         9.   SECURITY DEPOSIT AND FIRST MONTH'S RENT

              Upon execution of the Sublease by both parties, and 
satisfaction of the conditions set forth in Section 15, Sublessee shall 
deliver to Sublessor a security deposit in the amount of Thirty-Three 
Thousand Two Hundred Forty Three and 21/100 Dollars ($33,243.21) and the 
first month's rent in the amount of Thirty-Three Thousand Two Hundred Forty 
Three and 21/100 Dollars ($33,243.21).

         10.  TENANT IMPROVEMENTS

              A.   As of the date hereof, the parties have approved 
architectural drawings and specifications (the "Working Drawings") depicting 
improvements (the "Tenant Improvements") to be constructed in the Subleased 
Premises as desired by Sublessee for the conduct of its business.

              B.   Sublessee shall submit the working Drawings to McLarney
Construction (the "General Contractor"), which will act as general contractor
for construction of the Tenant Improvement pursuant to an agreement between
Sublessee and the General Contractor.

              C.   Sublessee shall cause the General Contractor to submit the 
Construction Drawings to all appropriate government agencies to obtain 
necessary permits and approvals, and shall thereafter cause the Tenant 
Improvements to be constructed in accordance with the Construction Drawings, 
the terms of this Sublease, and the requirements of applicable Laws.

              D.   [Intentionally omitted.]

              E.   Sublessor shall contribute up to Thirty Four Thousand 
Seven Hundred Ninety Dollars ($34,790) (the "Tenant Improvement Allowance") 
to the actual cost of constructing the Tenant Improvements ("Construction 
Cost"). Sublessee shall pay the remaining cost of constructing the Tenant 
Improvements. Sublessor will pay the Tenant Improvement Allowance to 
Sublessee within no more than thirty (30) days after receipt of a statement 
from 


                                      -6-



Sublessee, accompanied by documentation reasonably satisfactory to 
demonstrate that the funds for which reimbursement is requested were applied 
to construct the Tenant Improvements.

              F.   Sublessee shall be entitled to make changes to the 
approved Construction Drawings with the consent of Sublessor, which will not 
be unreasonably withheld or delayed.

              G.   Except as provided below with respect to certain shower 
facilities, Sublessor agrees that removal of the Tenant Improvements from the 
Subleased Premises, or payment of the cost of such removal by Sublessee, 
shall not be required.  If such removal is required by Master Lessor, 
Sublessor will be entirely responsible, at its sole cost, for such removal.

              H.   On or before the expiration date of this Sublease, in 
those areas of the Subleased Premises in which the paid and/or carpet do not 
match the paint and/or carpet then currently installed in the portion of the 
Premises occupied by Sublessor, Sublessee shall repaint and install carpet as 
needed to match the paint and/or carpet then currently installed in the 
portion of the Premises occupied by Sublessor.  Sublessor shall provide 
Sublessee written notice of the required specifications for the referenced 
carpet and paint, within no less than ninety (90) days before the scheduled 
expiration date of the Sublease.

              I.   Sublessor hereby consents to the construction by Sublessee 
of shower facilities serving the Subleased Premises subject to obtaining the 
consent of Master Lessor to such installation.  Sublessee shall remove such 
shower facilities at its sole coat on or before the expiration of the term 
hereof, unless otherwise directed in writing by Sublessor.

         11.  PARKING

              Sublessor shall provide Sublessee with free parking during the 
term of the Sublease at a ratio of 3.5 stalls per 1,000 rentable square feet 
in the Subleased Premises.  Central Technology Park does not allow for 
reserved parking spaces.

         12.  UTILITIES

              A.   From and after the Commencement Date, Sublesser shall 
cause the following utilities and services to be supplied to Sublessee, in 
quantities and according to specifications reasonably sufficient for the 
conduct, in the Subleased Premises, of the permitted use by Sublessee:

                   (1) electrical power; (2) heating, ventilating and air 
conditioning ("HVAC"); (3) water; (4) janitorial cleaning at least five (5) 
days per week of all second floor common space, including the coffee station, 
restrooms (including provision of janitorial supplies), common hallways 
(including stairs and elevator), and downstairs lobby; and (5) telephone 
access to the main panel or switch sentencing the Subleased Premises.

              B.   The cost of the utilities and services supplied to 
Sublessee shall be paid, from and after the Rent Start Date, as follows:


                                      -7-



                   (1)  for all utilities and services other than HVAC 
repairs and janitorial ("Utilities"), Sublessee will pay sixty percent (60%) 
of the monthly bill for the second floor, and Sublessor will pay forty 
percent (40%) of the monthly bill.  Promptly following written request of 
either party, Sublessor and Sublessee shall review, at their joint cost, the 
actual use of Utilities by the parties, and if the use by either party 
exceeds that party's percentage share of the costs of Utilities set forth 
above by five percent (5%) or more, the parties shall thereafter adjust the 
percentage share of the Utilities costs payable by the parties to reflect 
accurately their actual use; (2) the cost of HVAC repairs shall be billed 
directly to Sublessee for repairs to package units serving the Subleased 
Premises; and (3) for janitorial services, Sublessee will pay Seventy-Three 
and 70/100 Dollars ($73.70) per month for the second floor restroom cleaning 
services and One Hundred Fifty and 00/100 Dollars ($150.00) per month 
($300.00/month divided by 2) for the common area restroom supplies.

                        Sublessor will reasonably allocate the costs for 
utilities and services payable by Sublessee hereunder, and upon request will 
provide reasonably satisfactory documentation specifying the costs so charged 
to Sublessee.

              C.   Yearly fire extinguisher service - Sublessee will maintain 
all fire extinguishers within the Subleased Premises.  Service must be annual.

         13.  BROKERS.

              Sublessor shall pay the commission due in connection with this 
Sublease to Grubb & Ellis.

         14.  SIGNS.

              Sublessor hereby approves installation of signs by Sublessee at 
the following locations:  (i) on the lower half of the monument sign facing 
Central Expressway; (ii) on the freestanding sign along the lobby entry 
sidewalk; (iii) on the center lobby door; and (iv) at one space on each of 
the directory boards on Kifer Road and Corvin Drive, provided that each of 
the preceding signs must satisfy the Master Lessor's specifications and is 
subject to the Master Lessor's approval pursuant to the Master Lease.

         15.  EXHIBITS.

              Exhibits A (Master Lease) and B (Floor Plan of the Sublease 
Premises) are attached hereto and incorporated herein by reference.

         16.  CONDITIONS SUBSEQUENT.

              The obligations of Sublessor and Sublessee are conditioned upon 
receipt of the written consent of Master Lessor to this Sublease on the terms 
set forth below within no more than fifteen (15) days after the date hereof. 
Each individual executing this Sublease represents and warrants that he is 
authorized to executed and deliver this Sublease on behalf of the entity 


                                      -8-



whom he represents, and that by so executing and delivering this Sublease has 
bound that entity to perform the obligations set forth herein, on terms and 
subject to the conditions set forth herein.


                                      -9-



         IN WITNESS WHEREOF the parties have executed this Sublease intending to
be bound as of the date first set forth above.

SUBLESSOR:                                    SUBLESSEE:
VISX, INCORPORATED,                           YAHOO! INC.
a Delaware corporation                        a California corporation
By  /s/ TIMOTHY MAIER                         By  /s/ GARY VALENZUELA  
    ----------------------------------            ----------------------------
By  Timothy Maier                             By  Gary Valenzuela 
    ----------------------------------            ----------------------------
Address  3400 Central Expressway              Address  635 Vaqueros Avenue  
         -----------------------------                 -----------------------
         Sunnyvale, CA  95051                          Sunnyvale, CA  94086   
- --------------------------------------        --------------------------------
Telephone                                     Telephone  408-328-3350  
         -----------------------------                   ---------------------
Dated                                         Dated  6/6/96  
     ---------------------------------               -------------------------


                                      -10-



                           CONSENT OF MASTER LESSOR

         The undersigned, Landlord under the Master Lease attached as Exhibit 
A, and referred to herein as Master Lessor, hereby consents to the subletting 
of the Subleased Premises described herein on the terms and conditions 
contained in the Sublease.  Master Lessor expressly consents to the Tenant 
Improvements.  This consent shall apply only to this Sublease and shall not 
be deemed to be a consent to any other Sublease.  If the Master Lease is 
terminated as a result of the default of Sublessor thereunder, provided 
Sublessee has not committed a default under the Sublease which would permit 
the termination of the Sublease, Master Lessor will recognize the tenancy of 
the Sublessee, on the terms and conditions set forth in the Sublease, and the 
Sublease shall thereafter constitute a direct lease between Master Lessor and 
Sublessee.

DATED:                 , 19                   MASTER LESSOR:
      -----------------    --

                                              SOBRATO INTERESTS,
                                              a California limited partnership



                                              By.  
                                                 ------------------------------
                                                       Its General Partner

                                              By   
                                                -------------------------------

                                              Address   
                                                     --------------------------
                                              ---------------------------------

                                              Telephone 
                                                        -----------------------

         (If Sublessor or Sublessee is a corporation, the authorized officers 
must sign on behalf of the corporation.  The Sublease must be executed by the 
President or a Vice President and the Secretary or Assistant Secretary unless 
the Bylaws or a Resolution of the Board of Directors shall otherwise provide, 
in which event the Bylaws or a certified copy of the Resolution, as the case 
may be must be furnished.)

EX-10.30

                               JOINT VENTURE AGREEMENT

              JOINT VENTURE AGREEMENT, dated as of November 1, 1996, by and
    between SB Holdings (Europe) Ltd. ("SOFTBANK"), a company organized under
    the laws of the United Kingdom, and Yahoo! Inc., a California corporation
    ("Yahoo").

              WHEREAS, Yahoo offers in the United States and certain other
    geographic areas certain on-line navigational services on the World Wide
    Web, including, without limitation, the Yahoo! Internet Guide.

              WHEREAS, SOFTBANK through its affiliates Ziff-Davis UK, Ltd.,
    Ziff-Davis France, SA and Ziff-Davis Verlag, GmbH (the "ZD Affiliates") is
    a leading computer publisher in the United Kingdom, France and Germany;

              WHEREAS, an affiliate of SOFTBANK indirectly owns a minority
    interest in Yahoo; and

              WHEREAS, SOFTBANK and Yahoo, directly or through wholly owned
    affiliates, wish to jointly form  joint venture companies in Germany, the
    United Kingdom, and France (each a Company, collectively, the "Companies"),
    to establish and manage versions of the Yahoo Internet Guide for the United
    Kingdom, France and Germany (the "Territories"), develop related on-line
    navigational services, and conduct other related businesses;

              NOW, THEREFORE, the parties hereby agree as follows:

    1.   OBJECTIVES OF THE COMPANIES

              The objectives of the Companies shall be to engage in the
    businesses set forth below:

              (i)  establishment and management in the Territories of localized
         versions of the Yahoo Internet Guide to be branded with the Yahoo!
         name such as Yahoo! UK, Yahoo! France, and Yahoo! Germany (the
         "Localized Guides"), all as set forth in the Business Plan attached as
         Exhibit A (the "Business Plan");

              [X] Confidential Treatment Requested



              (ii)  development and commercialization of related on-line
         navigational services and other Yahoo branded products within the
         Territories including off line products and publications (other than
         as specified in 1(v) below) as described in the Business Plan;

              (iii)  related sale of on-line advertisement space through its
         own efforts or through one or more third party sales representatives;

              (iv)  addition of specific informational content to the Localized
         Guide in each of the Territories;

              (v)  [XXXX]

              (vi)  [XXXX]; and

              (vii)  other businesses relating to the foregoing as agreed upon
         by the parties from time to time.

    2.   SALE AND PURCHASE OF SHARES; OWNERSHIP OF THE COMPANY.

         (a)  Prior to this date, Yahoo has organized the Companies in the
    Territories and has invested, or shall invest (including amounts counted as
    surplus capital), the aggregate amount of $1,400,000 in the Companies.
    Subject to the terms and conditions hereof and pursuant to such
    subscription agreements as local law may require, the Companies shall
    issue, and Yahoo (to the extent it has not already fully subscribed) and
    SOFTBANK shall subscribe to shares (or other ownership interests as local
    law may dictate) of each of the Companies so that after such subscriptions
    SOFTBANK shall own a 30% interest in each such Company and Yahoo shall own
    a 70% interest.  The total to be contributed by SOFTBANK for its shares in
    all the Companies shall total $600,000 (including surplus capital).  The
    Companies are also reimbursing each of the parties for activities taken
    prior to this date on behalf of the Companies and assuming any obligations
    incurred on behalf of the Companies.

         (b)  Each party shall make such additional contributions to the
    capital of the Companies (above the amounts in (a)) as the Board of
    Directors shall determine in good faith are required to carry out the
    Business Plan, up to an aggregate

              [X] Confidential Treatment Requested



    additional contribution by Yahoo of $1,400,000 (for a total aggregate
    contribution of $2,800,000), and by SOFTBANK, of an additional $600,000
    (for a total aggregate contribution by SOFTBANK of $1,200,000.

         (c)  Yahoo may transfer up to 10% of its shares in the Companies to a
    third party subject to SOFTBANK's consent to that party, which should not
    be unreasonably withheld.  If the parties shall mutually determine that
    such third party shall hold more than 10% of the Companies, that third
    party's shares above 10% shall be transferred pro rata from Yahoo and
    SOFTBANK or additional shares may be issued by such third party so that
    Yahoo's and SOFTBANK's interests are diluted pro rata.

    3.   REPRESENTATIONS AND WARRANTIES OF SOFTBANK

              SOFTBANK hereby represents and warrants to Yahoo as follows:

              (a)  SOFTBANK has been duly incorporated, and is a validly
    existing corporation under the laws of the UK and has full power and
    authority to enter into and perform this Agreement.

              (b)  This Agreement has been duly authorized, executed and
    delivered by SOFTBANK and constitutes a valid and binding agreement of
    SOFTBANK, enforceable against SOFTBANK in accordance with its terms.

              (c)  No consent, approval or authorization of or declaration or
    filing with any governmental authority or other person or entity on the
    part of SOFTBANK is required in connection with the execution or delivery
    of this Agreement or the consummation of the transactions contemplated
    hereby.

    4.   REPRESENTATIONS AND WARRANTIES OF YAHOO

         Yahoo represents and warrants to SOFTBANK as follows:

              (a)  Yahoo has been duly incorporated and is a validly existing
    corporation in good standing under the laws of the State of California, and
    has full power and authority to enter into and perform this Agreement.

              [X] Confidential Treatment Requested



              (b)  This Agreement has been duly authorized, executed and
    delivered by Yahoo and constitutes a valid and binding agreement of Yahoo,
    enforceable against Yahoo in accordance with its terms.

              (c)  No consent, approval or authorization of or declaration or
    filing with any governmental authority or other person or entity on the
    part of Yahoo is required in connection with the execution or delivery of
    this Agreement or the consummation of the transactions contemplated hereby.

    5.   LICENSE/SERVICES AGREEMENTS

              (a)  Concurrently with the execution of this Agreement, Yahoo
    shall enter into license agreements, in the forms attached hereto in
    Exhibit B (the "License Agreements"), with each of the Companies.

              (b)  Concurrently with the execution of this Agreement, the ZD
    Affiliates are entering into Services Agreements in the forms attached in
    Exhibit C with each of the Companies (the "Services Agreements").


    6.  BOARD OF DIRECTORS; STATUTORY AUDITORS

              (a)  Subject to permissible corporate law in each of the
    Territories, the Companies shall be managed by a single Board of Directors
    with five members.  SOFTBANK shall designate two Directors and Yahoo shall
    designate three Directors.  To the extent local law does not permit the
    Companies to have a single Board of Directors, Yahoo and SOFTBANK shall
    create a Management Committee of five members which shall act in the same
    way as the single Board of Directors would act and each party shall cause
    the members of each Board of Directors or other similar management group in
    each of the Territories to act in accordance with the determination of that
    Management Committee.  If such a Management Committee is set up, any
    reference to the Board of Directors or to Directors shall be deemed a
    reference to the Management Committee and to the members of that Committee.

              [X] Confidential Treatment Requested



              (b)  To the extent required by local law, each Company shall have
    one Statutory Auditor, which shall be designated by Yahoo.

              (c)  The Companies shall have a Managing Director, who shall also
    be the President (or similar officer) of each Company. The President and
    Managing Director shall be a nominee of Yahoo, subject to Softbank's
    approval, not unreasonably withheld.

              (d)  In case of a vacancy in the office of Director, Statutory
    Auditor or Managing Director during the term of office for whatever reason,
    the vacancy shall be filled by the party that nominated the Director,
    Statutory Auditor or Managing Director whose office became vacant, but
    still subject in the case of Managing Director to SOFTBANK's approval, not
    unreasonably withheld.

              (e)  At any annual or special meeting of shareholders or any
    meeting of the Board of Directors of any Company called for such purpose,
    each party shall vote or cause to be voted all shares owned by it for the
    election of nominees designated as Directors, Statutory Auditor or Managing
    Director in accordance with this Section 6 and otherwise as may be
    necessary to implement the provisions of this Agreement.

              (f)  No change shall be made in the number and/or allocation of
    Directors, Statutory Auditor or Managing Director as stated in this Section
    6 or in the Articles of Incorporation (or similar corporate document) of
    any Company; provided that if the parties' respective shareholdings change
    in a material way, the parties shall adjust the number and allocation of
    Directors if and to the extent appropriate so that their respective
    representation on the Board and in that Company is generally proportionate
    to their respective shareholdings.

    7.  MANAGEMENT OF THE COMPANIES

              (a)  The Board of Directors shall be responsible for establishing
    the overall policy and overall operating policies with respect to the
    business affairs of the Companies.

              [X] Confidential Treatment Requested



              (b)  Except as otherwise required by mandatory provisions of law
    and as otherwise provided herein, resolutions of the Board of Directors
    shall be adopted only by the affirmative vote of a majority of the
    Directors present at a meeting duly called at which a quorum is present.  A
    majority of the Board of Directors shall constitute a quorum for the
    transaction of business provided at least one Director designated by
    SOFTBANK is present.  Board meetings shall be held in accordance with
    applicable local law provided that the Board of Directors shall meet no
    less frequently than once in each calendar month.  Any Director may attend
    a Board meeting by conference telephone.

              (c)  Notwithstanding the general provisions set forth above, in
    addition to any special approval requirements under the Articles of
    Incorporation (or similar  corporate document) or under local law, each of
    the following corporate actions may be taken by a Company only (x) in the
    case of any action that is permitted by law or under the Articles of
    Incorporation to be taken by the Board of Directors alone, only upon
    authorization by affirmative vote of at least one SOFTBANK director and at
    least one Yahoo director and (y) in the case of actions required by law or
    the Articles of Incorporation to be approved by the Company's shareholders,
    only upon authorization by affirmative vote of both Yahoo and SOFTBANK as
    shareholders:

              (i)       any merger or consolidation, whether or not the Company
         is the surviving corporation; any sale, lease, exchange or other
         disposition of all or substantially all of the assets of the Company;
         any acquisition of all or substantially all of the capital stock or
         assets of any other entity; or the liquidation or voluntary
         dissolution of the Company;

              (ii)      any sale, lease, exchange or other disposition of
         substantial assets (except in the ordinary course of business) of the
         Company;

              (iii)     any capital expenditure of $100,000 or more, except as
         may be specified in the Business Plan;

              (iv)      the raising of additional equity capital or the
         issuance or sale of any debt or equity securities (including any
         shareholder loan or guaranty) above the

              [X] Confidential Treatment Requested



         amounts specified in Section 2(b) above, and the terms thereof,
         whether or not in connection with a call for additional capital
         pursuant to Section 8 hereof;

              (v)       any declaration or payment of any dividend or other
         distribution, directly or indirectly, on account of any shares of
         capital stock of the Company, or any redemption, retirement, purchase
         or other acquisition, directly or indirectly, by the Company of any
         such shares (or of any warrants, rights or options to acquire any such
         shares);

              (vi)      the incurrence or guarantee (directly or indirectly) by
         the Company with respect to any indebtedness for borrowed money in
         excess of $50,000;

              (vii)     any amendment, alteration or repeal of any provision of
         the Articles of Incorporation (or similar corporate document) of the
         Company; or

              (viii)    engagement in any business other than as set forth in
         Section 1 hereof and activities incidental thereto, either directly or
         through any corporation or other entity in which the Company has,
         directly or indirectly, an equity interest;

              (ix)      approval of an annual business plan and operating
         budget for the Company (which shall be made no later than thirty (30)
         days prior to the commencement of each fiscal year of the Company),
         and any determination to deviate in any material respect from such
         business plan or budget as so approved;

              (x)       except as may be set forth in the Business Plan, the
         authorization of execution of any contract or agreement (i) having a
         period of performance greater than one year, (ii) involving aggregate
         payments or consideration in excess of $100,000, (iii) involving any
         license of trademarks, patents, copyrights or other intellectual
         property rights of the Company, and (iv) between the Company and any
         officer, shareholder or Director of the Company (or their respective
         affiliates), and any waiver or variance of any contract described in
         (i)-(iv) above; or

              [X] Confidential Treatment Requested



              (xi)      except as may be set forth in the Business Plan,
         compensation for all officers, Directors and Statutory Auditors of the
         Company.

    To the extent permitted by applicable law, the foregoing approval
    requirements shall at all times also be set forth in the Articles of
    Incorporation of the Company, unless amended as set forth.


    8.  ADDITIONAL CAPITAL

              Subject to Section 7(c) hereof, the Board of each Company may, by
    written notice to the parties, call for the parties to subscribe for
    additional shares of capital stock of the Company or to make loan
    guarantees or loans to the Company in proportion to their respective
    holdings of common stock above the amounts specified in Section 2(b).  If
    one party shall decline to subscribe to additional shares above the amounts
    specified in Section 2(b), and the other party shall subscribe to
    additional shares, the subscribing party's total percentage of shares shall
    increase and the non-subscribing party's ownership interest may thereby be
    diluted.

    9.  DISPOSITION OF COMMON STOCK

              Neither party shall directly or indirectly sell, assign, transfer
    or otherwise dispose of, or pledge or otherwise encumber, any shares of
    common stock of any Company without the prior consent of the other party
    except to an affiliate of that party provided, however, the selling party
    shall continue to be liable for all of its obligations.

    10.  ACCOUNTING; ACCESS TO INFORMATION

              (a)  The fiscal year of each Company shall be the calendar year.

              (b)  Each Company shall maintain its accounts and prepare its
    financial statements (including, without limitation, a balance sheet,
    profit and loss statement and statement of cash flows) in accordance with
    generally accepted accounting principles applicable in the country of

              [X] Confidential Treatment Requested



    incorporation, and shall cause its annual financial statements to be
    audited by an internationally recognized independent auditing firm
    reasonably acceptable to each party, and such financial statements and the
    auditors' opinion to be delivered to each party no later than sixty (60)
    days following the end of each fiscal year.  Each Company also shall
    deliver to each party unaudited monthly and quarterly financial statements
    within thirty days following the end of each month or fiscal quarter, as
    the case may be, certified (in the case of quarterly financial statements)
    by the chief accounting officer of the Company.  All financial statements
    shall be accurately and completely translated into English prior to
    delivery to SOFTBANK or Yahoo, and shall be accompanied by a reasonably
    detailed schedule that sets forth the differences between the generally
    accepted accounting principles applied in that Company's country of
    incorporation and U.S. generally accepted accounting principles as applied
    to such financial statements.

              (c)  Each party shall, during all business hours and at all other
    times as reasonable, have access to the books and records of each Company
    and to the legal, tax and auditing personnel of that Company, internal and
    external; provided, however, that the cost and expense necessary for such
    inspection shall be borne by the party making the inspection.

    11.  TERM OF THE AGREEMENT

              (a)  Subject to Section 12, this Agreement shall remain in effect
    perpetually, provided that, if for the calendar year ending [XXXX].  For
    purposes of this paragraph the "primary business" of the Companies shall
    mean the business of providing the Localized Guides and selling ad space in
    connection with or obtaining other revenues from those Guides; all other
    products and services of the Companies shall be excluded.

              (b)  [XXXX].

    12.  TERMINATION OF THE AGREEMENT

              (a)  If either party fails in any material respect to perform or
    fulfill in the time and manner herein provided

              [X] Confidential Treatment Requested



    any obligation or condition herein required to be performed or fulfilled by
    such party, and if such default shall continue for sixty (60) days after
    written notice thereof from the other party, then the other party shall
    have the right to terminate this Agreement by written notice of termination
    to the defaulting party at any time after such sixty (60) days.  Either
    party may also terminate this Agreement immediately by giving a written
    notice to the other party in the event such other party shall be dissolved
    or liquidated or declared insolvent or bankrupt.

              (b)  Upon termination of this Agreement [XXXX].

              (c)  Termination of this Agreement for any reason shall not
    release either party from any liability which at the time of termination
    has already accrued to the other party or which thereafter may accrue in
    respect of any act or omission prior to such termination.

    13.  CONFIDENTIALITY

              Each party shall hold and shall cause its respective
    representatives to hold in confidence all confidential information made
    available to it or its representatives by the other party, directly or
    through any Company, and shall not pass such information on, wholly or
    partly, to third parties without the written consent of the other party,
    unless such information (i) becomes generally available to the public other
    than as a result of a disclosure by such party or its representatives, (ii)
    becomes available to such party from other sources not known by such party
    to be bound by a confidentiality obligation, or (iii) is independently
    acquired by such party as a result of work carried out by any employee or
    representative of such party to whom no disclosure of such information has
    been made.

    14.  OTHER VENTURES

              (a) [XXXX].

              (b)  Yahoo hereby agrees to discuss in good faith with SOFTBANK
    and allow SOFTBANK to make a first offer on any plans to establish [XXXX];
    provided that the foregoing

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    shall not obligate either party to enter into any such arrangement.

    15.  GOVERNING LAW

              This Agreement shall be governed by and construed in accordance
    with the laws of California applicable to agreements made and to be
    performed therein.

    16.  DISPUTE RESOLUTION

              All disputes between the parties arising directly or indirectly
    out of this Agreement shall be settled by the parties amicably through
    their good faith discussions.  In the event that any such dispute cannot be
    resolved thereby, such dispute shall be finally settled by arbitration in
    accordance with the rules then in effect of the American Arbitration
    Association by three arbitrators appointed in accordance with such rules.
    Any such arbitration shall be held in New York, New York.  The arbitration
    award shall be final and binding upon the parties, and judgment on such
    award may be entered in any court having jurisdiction thereof.

    17.  MISCELLANEOUS

              (a)  This Agreement may be amended only by a written instrument
    signed by both parties.

              (b)  This Agreement may not be assigned by either party hereto
    except with the written consent of the other party; provided, however, that
    this Agreement may be assigned to (x) an affiliate corporation or (y) any
    corporation which shall succeed to the business of a party by merger,
    consolidation, or the transfer of all or substantially all of the assets of
    such party and which shall expressly assume the obligations of such party
    hereunder.

              (c)  Any and all notices, requests, demands and other
    communications required or otherwise contemplated to be made under this
    Agreement shall be in writing and in English and shall be deemed to have
    been duly given (a) if delivered personally, when received, (b) if
    transmitted by facsimile, upon receipt of a transmittal confirmation, (c)

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    if sent by registered airmail, return receipt requested, postage prepaid,
    on the sixth business day following the date of deposit in the mail or (d)
    if by international courier service, on the second business day following
    the date of deposit with such courier service, or such earlier delivery
    date as may be confirmed to the sender by such courier service.  All such
    notices, requests, demands and other communications shall be addressed as
    follows:

              (i)  If to SOFTBANK:

                   SB Holdings (Europe) Ltd.
                   c/o Ziff-Davis Verlag Gmbh
                   Riesstrasse 25,
                   80992 Munich 50
                   Germany
                   Attention: J.B. Holston

                   Telephone:  (4989) 1431-2401
                   Facsimile:  (4989) 1431-2400

              with a copy to:

                   Ziff-Davis Publishing Company
                   One Park Avenue
                   NY, New York 10016
                   Attention:  Legal Department

                   Telephone:  (212) 503-3575
                   Facsimile:  (212) 503-3581

              (ii)  If to the Company:

                   Yahoo! Inc.
                   635 Vaqueros Ave.
                   Sunnyvale, California 94086
                   Attention:  Mr. Timothy Koogle
                                   President

                   Telephone:  (408) 328-3300
                   Facsimile:  (408) 328-3301

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              with a copy to:

                   Venture Law Group
                   A Professional Corporation
                   2800 Sand Hill Road
                   Menlo Park, California  94025
                   Attention:  James L. Brock, Esq.

                   Telephone:  (415) 854-4488
                   Facsimile:  (415) 854-1121

    or in each case to such other address or facsimile number as the party may
    have furnished to the other party in writing.

              (d)  In the event of the invalidity of any part or provision of
    this Agreement, such invalidity shall not affect the enforceability of any
    other part or provision of this Agreement.

              (e)  No waiver by any party of any default in the performance of
    or compliance with any provision herein shall be deemed to be a waiver of
    the performance and compliance as to any other provision, or as to such
    provision in the future; nor shall any delay or omission of any party to
    exercise any right hereunder in any manner impair the exercise of any such
    right accruing to it thereafter.  No remedy expressly granted herein to any
    party shall be deemed to exclude any other remedy which would otherwise be
    available.

              (f)  This Agreement constitutes the entire agreement among the
    parties with respect to the subject matter hereof and shall supersede all
    prior understandings and agreements between the parties with respect to
    such subject matter.  This Agreement may be executed in any number of
    counterparts, each of which shall be deemed an original, but all of which
    together shall constitute one and the same instrument.

              (g)  Nothing herein express or implied, is intended to or shall
    be construed to confer upon or give to any person, firm, corporation or
    legal entity, other than the parties hereto and their affiliates, any
    interests, rights, remedies or other benefits with respect to or in

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    connection with any agreement or provision contained herein or contemplated
    hereby.

              IN WITNESS WHEREOF, the parties hereto have duly signed this
    Agreement as of the day and year first above written.

                        SB HOLDINGS (EUROPE) LTD.


                        By: /S/ DAVID CRAVER
                           -----------------------------
                            Name:   David Craver
                            Title:  VP, IMG


                        YAHOO! INC.



                        By:  /S/ TIMOTHY KOOGLE
                           -----------------------------
                            Name:   Timothy Koogle
                            Title:  President

              [X] Confidential Treatment Requested

EX-10.31

                                                                  EXHIBIT 10.31


                         YAHOO! U.K. LICENSE AGREEMENT

     This YAHOO! U.K. LICENSE AGREEMENT (the "AGREEMENT") is entered into as 
of this 1st day of November, 1996 (the "EFFECTIVE DATE") by and between:

     YAHOO! INC., a California corporation ("YAHOO") with a principal office 
at 3400 Central Expressway, Santa Clara, CA  95051; and

     YAHOO! U.K., a corporation organized under the laws of the United 
Kingdom ("YAUK"), with a principal office at Cottons Centre, Hayes Lane, 
London SE1 2QT, U.K.; with reference to the following:

                                  RECITALS

     The following provisions form the basis for, and are hereby made a part 
of, this Agreement:

     A.   Yahoo owns, operates and distributes a leading index and directory 
of Internet resources, including a hierarchical index, information indexing 
and retrieval software; and

     B.   YAUK has been organized with 70% owned by a subsidiary of Yahoo and 
30% owned by SB Holdings (Europe) Ltd., pursuant to a joint venture agreement 
entered into concurrently herewith (the "JOINT VENTURE AGREEMENT"), in order 
to operate in the United Kingdom a localized version of the Yahoo Guide, to 
develop related on-line navigational services in the United Kingdom, and to 
conduct certain other businesses relating to such activities.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants and conditions 
set forth herein and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto do hereby 
agree as follows:

                 ARTICLE I:  DEFINITIONS; RULES OF CONSTRUCTION

1.1  DEFINITIONS. For purposes of this Agreement, in addition to the 
capitalized terms defined elsewhere in this Agreement, the following terms 
shall have the meanings ascribed to them below:

     "AFFILIATE" shall mean any corporation, limited liability company, 
partnership or other entity (collectively, an  "ENTITY" ):  (1) that is 
controlled by or controls a party (collectively, a  "CONTROLLED ENTITY" ); or 
(2) that is controlled by or controls any such Controlled Entity, in each 
instance of clause (1) or (2) for so long as such control continues.  For 
purposes of this definition, "control" shall mean the possession, directly or 
indirectly, of power to direct or cause the direction of the management or 
policies (whether through ownership of securities or 



                    [X] CONFIDENTIAL TREATMENT REQUESTED



partnership or other ownership interests, by contract or otherwise).  Without 
limiting the foregoing, joint control of an Entity with one or more other 
persons or Entities shall be deemed to constitute control for purposes hereof.

     "COMPETITIVE NAVIGATIONAL TOOLS" shall mean any third party Internet 
directory or Internet search tool that provides a comprehensive hierarchical 
directory or text-based index of WWW sites, including, without limitation, 
those Competitive Navigational Tools owned, operated, or offered by the 
companies listed in EXHIBIT C attached hereto.  No service or tool shall be 
deemed to be a "Competitive Navigational Tool" solely because it is offered 
by a third party that also offers services or tools that are "Competitive 
Navigational Tools."

     "COMPONENTS" shall mean information, materials, products, features, 
services, content, computer software, designs, artistic renderings, drawings, 
sketches, characters, layouts, and the digital implementations thereof, 
PROVIDED, HOWEVER, that "Components" shall not include Local Content.

     "CONFIDENTIAL INFORMATION" shall mean any information relating to or 
disclosed in the course of this Agreement, which is or should be reasonably 
understood to be confidential or proprietary to the disclosing party, 
including, but not limited to know-how, trade secrets, log data, technical 
processes and formulas, source codes, product designs, sales, cost and other 
unpublished financial information, product and business plans, projections, 
and marketing data.  "Confidential Information" shall not include information 
which:  (i) is known to the recipient on the Effective Date directly or 
indirectly from a source other than one having an obligation of 
confidentiality to the providing party; (ii) hereafter becomes known 
(independently of disclosure by the providing party) to the recipient 
directly or indirectly from a source other than one having an obligation of 
confidentiality to the providing party; (iii) becomes publicly known or 
otherwise ceases to be secret or confidential, except through a breach of 
this Agreement by the recipient; or (iv) is or was independently developed by 
the recipient without use of or reference to the providing party's 
confidential information, as shown by evidence in the recipient's possession.

     "DERIVATIVE WORK" shall mean all "derivative works" and "compilations", 
within the meaning of such terms as defined in the U.S. Copyright Act (17 
U.S.C. Section 101 et seq.).

     "INTELLECTUAL PROPERTY RIGHTS" shall mean trade secrets, patents, 
copyrights, trademarks, know-how, moral rights, and similar rights of any 
type under the laws of any governmental authority, domestic or foreign 
including all applications and registrations relating to any of the foregoing.

     "JOINT ENHANCEMENTS" shall mean any enhancements, added functionalities, 
additions, extensions or improvements to Yahoo U.K. that are created or 
developed jointly by YAUK, on the one hand, and Yahoo, its Affiliates (other 
than YAUK Yahoo! France, SARL or Yahoo! Verlag) or their agents, on the other 
hand, including any Components which are jointly contributed to Yahoo U.K.


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     "LAUNCH DATE" shall mean the first date on which Yahoo U.K. is made 
generally available to the public in the Territory.

     "LOCAL CONTENT" shall mean content, including WWW site listings, added 
to Yahoo U.K. by YAUK and that is:  (i) specific to the market of the 
Territory; and (ii) originates in or arises from activities in the Territory.

     "LOCALIZED SITE" shall mean YAUK's WWW site(s) in the Territory through 
which the Yahoo Properties are made available to Yahoo U.K. Users.

     "LOG DATA" shall mean all data generated by an Internet server that relates
to file requests, user identification, session times and similar available
information, including information set forth by EXHIBIT E.

      "TERRITORY" shall mean the United Kingdom, exclusive of its territories 
and protectorates.

      "WWW" shall the World Wide Web, a system for accessing and viewing 
text, graphics, sound and other media via the Internet.

      "YAHOO BRAND FEATURES" shall mean Yahoo trademarks, trade names, 
service marks, service names, distinct elements of the Yahoo Service Look and 
Feel and all other Components specifically associated with the "Yahoo!" 
brand, as to which Yahoo has established trademark, trade name or similar 
protectable rights, including the name "Yahoo!" and any modifications or 
improvements to the foregoing that may be created by Yahoo from time to time.

     "YAHOO BRAND GUIDELINES" shall mean the guidelines for use of the Yahoo 
Brand Features, as specifically set forth in EXHIBIT B attached hereto, as 
such may be reasonably amended from time to time by Yahoo.

      "YAHOO PRODUCTS" shall mean print publications and digital media 
products, including CD ROMs, and other marketing tools derived from or 
incorporating Yahoo Properties that are localized for the Territory by YAUK.

     "YAHOO PROPERTIES" shall mean collectively:  (i) the Yahoo Service, 
including both the Yahoo Service Look and Feel and the Yahoo Brand Features; 
and (ii) Yahoo U.K.

     "YAHOO SERVICE" shall mean, collectively, the Internet-based 
hierarchical information index and retrieval product, including the related 
search engine, that Yahoo makes generally available now or in the future 
through the WWW, and currently located at http://www.yahoo.com, as the same 
may be modified, upgraded, updated or enhanced during the Term of this 
Agreement; PROVIDED, HOWEVER, that the Yahoo Service shall not include any 
content, software, or any WWW-wide text-based search tool licensed, 
incorporated, or otherwise authorized for use by Yahoo from a third party 
(UNLESS Yahoo has the right to sublicense the same to YAUK hereunder which 
Yahoo shall use reasonable efforts to obtain).

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     "YAHOO SERVICE LOOK AND FEEL" shall mean the artistic renderings, 
drawings, animations, sketches, characters, layouts and designs, and digital 
implementations thereof which are embodied within the Yahoo Service as to 
which Yahoo has established protectable rights.

     "YAHOO SOFTWARE" shall mean all computer programs, in object code form, 
and related know how, that are owned or operated by Yahoo and required for 
the operation, modification, maintenance and distribution (or permitted 
Internet access to) the Yahoo Service, including the computer software 
programs described in EXHIBIT A attached hereto; provided that the "Yahoo 
Software" does not include third party software or materials that Yahoo does 
not have the right to sublicense to YAUK without cost.

     "YAHOO SYSTEM" shall mean, collectively, the Yahoo Service, the Yahoo 
Software, the Yahoo Brand Features, and any related documentation as Yahoo 
may make available to third parties from time to time.

     "YAHOO U.K." shall mean versions of the Yahoo Service that are 
customized and localized specifically for all or any portion of the market of 
the Territory in any and all languages or dialects specifically relevant to 
the Territory.

     "YAHOO U.K. DERIVATIVE WORKS" shall mean Derivative Works, created from 
the Yahoo Properties including:  (i) any customizations necessary for the 
customer market in the Territory, created by YAUK from Yahoo Properties for 
use in Yahoo U.K.; and (ii) new properties, including regional directories 
and localized directories, for example a Yahoo.London, that are directed to 
the Territory or that are necessary to build Yahoo U.K. in the Territory; 
PROVIDED, HOWEVER, that YAUK shall obtain prior approval from Yahoo for any 
such new properties that have a scope intended to extend beyond the market of 
the Territory.

     "YAHOO U.K. SITE" shall mean one or more servers on which, collectively, 
Yahoo U.K. and the Localized Site will be made available pursuant to this 
Agreement.

     "YAHOO U.K. USERS" shall mean Internet-users to whom YAUK provides 
access to Yahoo U.K.

1.2  RULES OF CONSTRUCTION. As used in this Agreement, neutral pronouns and 
any variations thereof shall be deemed to include the feminine and masculine 
and all terms used in the singular shall be deemed to include the plural, and 
vice versa, as the context may require.  The words "hereof," "herein" and 
"hereunder" and other words of similar import refer to this Agreement as a 
whole, including any exhibits hereto, as the same may from time to time be 
amended or supplemented and not to any subdivision contained in this 
Agreement.  The word "including" when used herein is not intended to be 
exclusive and means "including, without limitation."  References herein to 
section, subsection, attachment or exhibit shall refer to the appropriate 
section, subsection or exhibit in or to this Agreement.  The descriptive 
headings of this Agreement are inserted for convenience of reference only and 
do not constitute a part of and shall not be utilized in interpreting this 
Agreement.  This Agreement has been negotiated by the parties hereto and 
their respective counsel and shall be fairly interpreted in accordance 

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with its terms and without any rules of construction relating to which party 
drafted the Agreement being applied in favor of or against either party.

1.3  EXHIBITS. In the event that any Exhibits referred to in this Agreement 
are not attached at the time of execution and delivery of this Agreement, the 
parties agree to determine in good faith upon the content of such Exhibits 
within five (5) business days following the Effective Date.

                         ARTICLE 2:  GRANT OF RIGHTS

2.1  LICENSE TO YAHOO SERVICE PRIOR TO YAHOO U.K. LAUNCH. Subject to all of 
the terms and conditions of this Agreement, Yahoo hereby grants to YAUK, from 
the Effective Date of this Agreement until the Launch Date, a non-exclusive 
(subject to the restrictive covenant set forth in Section 2.5 hereto), 
royalty-bearing, right and license to:

     (i)  use, display, perform, transmit, market, promote, and permit Yahoo 
U.K. Users to use, the Yahoo Service in electronic, on-line form and in the 
manner described in this Agreement, via the Internet in the Territory; and

     (ii) reproduce the Yahoo Service in electronic, on-line form for 
internal back-up and archival purposes;

     (iii)     use the Yahoo Software solely for modifying the Yahoo Service 
in accordance with this Agreement, and to reproduce the Yahoo Service solely 
for YAUK's internal use in furtherance of such modifying.

2.2  LICENSE TO YAHOO SYSTEM AND YAHOO U.K.  Subject to all of the terms and 
conditions of this Agreement, Yahoo hereby grants to YAUK, during the Term of 
this Agreement, a non-exclusive (subject to the restrictive covenant set 
forth in Section 2.5 hereto), royalty-bearing, right and license to:

     (i)  use, modify and customize the Yahoo Software and Yahoo Service 
solely for the purpose of developing, creating, operating, maintaining, 
marketing, promoting, distributing, and otherwise commercially exploiting 
Yahoo U.K.;

     (ii) reproduce copies of the Yahoo Software solely for YAUK's internal 
use in creating Yahoo U.K. Derivative Works;

     (iii)     use, reproduce, display, perform, transmit, market, promote, 
and permit Yahoo U.K. Users to use, Yahoo U.K. in on-line form and in the 
manner described in this Agreement, via the Internet in the Territory;

      (iv)     use and reproduce any and Yahoo Software (in object code form 
only) associated with the Yahoo Properties solely to facilitate the 
exploitation of the Yahoo Properties as anticipated and described in this 
Agreement;

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     (v)  create Yahoo U.K. Derivative Works, solely for use, incorporation, 
and integration in Yahoo U.K. and solely as necessary for localizing Yahoo 
U.K. for the consumer market in the Territory, subject to the terms and 
limitations set forth in Section 2.4 of  this Agreement; and

     (vi) use, distribute, reproduce, transmit and display the Yahoo Brand 
Features in connection with the exercise of YAUK's rights to Yahoo U.K.;

PROVIDED, HOWEVER, that Yahoo U.K. Users' right to access and use the Yahoo 
Properties shall be subject to such customary limitations and restrictions on 
use and reproduction as Yahoo may impose with respect to the Yahoo 
Properties.  

2.3  [XXXX].

2.4  NO OTHER RIGHTS. Except as expressly provided in this Agreement, YAUK 
shall:  (i) only distribute or make available Yahoo U.K. in its entirety as a 
complete work; (ii) subject to the provisions of Section 2.3, not distribute 
or make available the Yahoo Services or Yahoo U.K. other than in on-line 
electronic form; and (iii) not remove any copyright, trademark, or other 
proprietary rights notices from any of the Yahoo Properties or Yahoo 
Products.  No rights or licenses are granted by Yahoo to YAUK except for 
those expressly granted in Sections 2.1, 2.2, and 2.3 hereto.

2.5  RESTRICTIVE COVENANT.  During the Term of this Agreement, Yahoo shall 
not: (i) either directly or indirectly, grant any right or license, whether 
exclusive or non-exclusive, to any person or entity to use, display, 
reproduce, modify, customize the Yahoo System for the purpose of developing, 
creating, operating, maintaining, marketing, promoting, distributing, or 
otherwise commercially exploiting a version of the Yahoo Service that is 
customized or localized for the Territory; or (ii) modify and customize, the 
Yahoo System for the purpose of developing, creating, operating, maintaining, 
marketing, promoting, distributing, or otherwise commercially exploiting a 
version of the Yahoo Service that is customized or localized for the 
Territory.  Nothing contained in this Agreement shall limit or in any way 
restrict Yahoo's right to advertise or promote the Yahoo System or any 
Derivative Works thereof outside of the Territory, or to advertise or promote 
the Yahoo System in any media that originates outside of the Territory; 
PROVIDED, HOWEVER, that such advertisements and promotions are not 
specifically targeted to Yahoo U.K. or the market for Yahoo U.K. in the 
Territory.  The parties hereto further acknowledge and agree that nothing 
herein shall prevent, restrict or otherwise limit the ability of any person 
in the Territory from electronically accessing the Yahoo Service maintained 
and operated by Yahoo, or its current or future licensees, in any 
jurisdiction outside the Territory.

2.6  LICENSE GRANTED BY YAUK. Subject to all of the terms and conditions of 
this Agreement, YAUK hereby grants Yahoo a non-exclusive, royalty-free, 
perpetual, worldwide (EXCEPT for the Territory) license to use, reproduce, 
display, perform, transmit, market, promote, and permit Yahoo Service users 
to use, in any form or media, Local Content; PROVIDED, HOWEVER, that any use 
of the Local Content by Yahoo in the countries identified in EXHIBIT F (the 
"EXTENSION COUNTRIES") attached hereto shall be subject to prior approval by 


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YAUK, which approval shall not be unreasonably withheld; and PROVIDED, 
FURTHER, that for a period of six (6) months after the Effective Date of this 
Agreement, Yahoo will neither:  (i) market or promote the Local Content in 
the Extension Countries; nor (ii) market or promote Derivative Works targeted 
specifically to the Extension Countries and based on the Local Content, in 
the Extension Countries. Subject to the foregoing license grant, YAUK retains 
all right, title and interest in and to the Local Content.

                   ARTICLE 3:  OBLIGATIONS OF THE PARTIES

3.1  YAHOO U.K. CONTENT.  Yahoo U.K. shall, at a minimum, contain all 
directories, including categories, subcategories, and URL's, contained within 
the Yahoo Service, as such service or any portion thereof may be modified, 
upgraded, updated or otherwise enhanced during the Term of this Agreement. 
Promptly after the Effective Date, Yahoo shall provide to YAUK with Yahoo 
Properties to the extent necessary to launch the Yahoo U.K. Site and for YAUK 
to create Yahoo U.K. Derivative Works for incorporation into Yahoo U.K.  In 
the event that YAUK wants to post or incorporate any new service, content 
(other than Local Content), or sponsorships on Yahoo U.K., YAUK shall obtain 
Yahoo's prior written consent, which consent shall not be unreasonably 
withheld.

3.2  LOCAL CONTENT.  YAUK shall be solely responsible for collecting and 
classifying Local Content.

3.3  RESTRICTIVE COVENANT.  During the Term, YAUK agrees that it shall not:  
(i) enter into a commercial arrangement or transaction with any person for 
the customization or localization of a Competitive Navigational Tool for the 
consumer market of the Territory and for use within the Territory; or (ii) 
develop, commercialize, market or promote any Competitive Navigational Tool. 
Without limiting the foregoing, YAUK shall not provide any on-line 
advertising that contains a direct hypertext link to any Competitive 
Navigational Tool; PROVIDED, HOWEVER, that nothing herein shall prohibit 
Yahoo U.K. from including links contained in the Yahoo Service or such links 
as may be reasonably agreed to by Yahoo.

3.4  MESSAGE BAR.  Yahoo shall have the right, upon reasonable advance notice 
to YAUK, to place non-advertising Components from Yahoo directed to the 
global marketplace, on the home page of Yahoo U.K. for up to five (5) 
consecutive days.(1)

3.5  ADVERTISING REVENUE.  The parties hereto agree that all revenues and 
income derived by YAUK in connection with advertising, marketing and 
promotional information in Yahoo U.K., and distribution of the Yahoo Service 
in the Territory pursuant to Section 2.1 hereto,  shall accrue solely to 
YAUK, subject to the calculation and payment of the Fees as set out in 
EXHIBIT D attached hereto.  YAUK shall be solely and exclusively responsible 
for ensuring that all advertising, marketing and promotional information 
conducted and provided by YAUK 


- ----------------------
(1) By way of example, but not of limitation, in the event that
one of Yahoo's directors or officers desires to send a global message to all
users of Yahoo concerning introduction of a new Yahoo Property or news relating
to Yahoo or a Yahoo Property, then such message would appear in the message bar
as contemplated under this Agreement.


                    [X] CONFIDENTIAL TREATMENT REQUESTED



complies with all local, federal, and other governmental laws and regulations 
of the Territory that may be applicable thereto.

3.6  YAUK COVENANTS.  In addition to the representations and warranties of 
Section 6.1 hereto, YAUK covenants to use its best efforts to assure that:

     (i)  the Components and Local Content which YAUK includes in or 
associates with Yahoo U.K. shall neither:  (a) infringe on or violate any 
copyright, patent, or any other proprietary right of any third party; nor (b) 
violate any applicable law, regulation or third party right;

     (ii) YAUK's performance of this Agreement shall comply in all material
respect with, and neither contravene, breach nor infringe, any laws or
regulations of the Territory; and

     (iii)     the Local Content provided by YAUK shall not contain any obscene
or defamatory materials, information, data or content, as such may be finally
determined by a court of competent jurisdiction.

3.7  YAHOO COVENANT.  Yahoo covenants to use its commercially reasonable 
efforts, in the event of a change by Yahoo of the platform or other 
technology necessary for operating the Yahoo Service to a new platform or 
technology (the "NEW TECHNOLOGY"), to:  (i) provide YAUK with advance notice 
of such technology change; (ii) assist YAUK in managing the transition by 
YAUK from the current technology to the New Technology for Yahoo U.K.; and 
(iii) assist YAUK in obtaining such New Technology.  Yahoo will bear 
reasonable start-up costs associated with establishing the New Technology for 
Yahoo U.K. so that Yahoo U.K. operates at essentially the same or better 
operating level (with respect to speed and responsiveness of Yahoo U.K. in 
response to a user query) that Yahoo U.K. operated prior to converting to the 
New Technology; PROVIDED, HOWEVER, that on-going costs, including license 
fees therefor, associated with such New Technology shall be borne solely by 
YAUK; PROVIDED, FURTHER, that Yahoo will use its reasonable efforts to pass 
any savings or discounts it may be able to obtain from the third party 
provider of the New Technology.  Nothing herein shall be construed as an 
obligation or representation by Yahoo that Yahoo will obtain or negotiate on 
behalf of YAUK any license fees or other fees associated with the New 
Technology.  

                       ARTICLE 4:  OWNERSHIP; LOG DATA

4.1  YAHOO OWNERSHIP. Yahoo and YAUK hereby agree that all right, title and 
interest in and to the Yahoo System and the Yahoo U.K. Derivative Works shall 
be owned exclusively by Yahoo without reservation, and that all such 
worldwide ownership rights, title and interest in and to, all aspects of 
Yahoo U.K. (including, but not limited to all Intellectual Property Rights 
thereto) shall solely vest with, and be owned by, Yahoo.  YAUK assigns any 
interest it may be deemed to possess in any such Yahoo System or Yahoo U.K. 
Derivative Works to Yahoo and will assist Yahoo in every reasonable way, at 
Yahoo's expense, to obtain, secure, perfect, maintain, defend and enforce for 
Yahoo's benefit all Intellectual Property Rights with respect to the Yahoo 
System and Yahoo U.K. Derivative Works.


                    [X] CONFIDENTIAL TREATMENT REQUESTED




4.2  JOINT ENHANCEMENTS.  Joint Enhancement shall be jointly owned by YAUK 
and Yahoo.  Any use of such Joint Enhancements other than for the Yahoo 
Service or in connection with Yahoo U.K., as appropriate, by either party 
shall require the approval of the other party, with approval shall not be 
unreasonably withheld.

4.3  LOG DATA. YAUK will provide Yahoo with access to all Log Data containing 
the categories set forth in EXHIBIT E from use of Yahoo U.K. via Yahoo's Log 
Data Tool as described in EXHIBIT A.  All Log Data shall be maintained as 
Confidential Information by each of YAUK and Yahoo.  Notwithstanding the 
foregoing, no party shall be prohibited from providing Log Data to any third 
party (on a confidential basis) for aggregation or analysis, or otherwise on 
an aggregated basis to advertisers, potential advertisers and other third 
parties in connection with the sale of advertising, or to third parties in 
connection with market research and similar publishing. Yahoo shall own all 
rights, title, and interest in and to any and all Log Data generated on any 
Yahoo Service site in the Territory, including Yahoo U.K.; PROVIDED, HOWEVER, 
Yahoo shall grant to YAUK a non-exclusive, royalty-free license to use and 
reproduce such Log Data for internal, non-commercial purposes only to Log 
Data generated at a Localized Site operated via the Internet.

                           ARTICLE 5: TRADEMARKS

5.1  ACKNOWLEDGMENT OF OWNERSHIP. YAUK acknowledges that:  (i) as between 
YAUK and Yahoo, Yahoo owns all right, title and interest in the Yahoo Brand 
Features; and (ii) neither YAUK nor any other persons will acquire any 
ownership interest in the Yahoo Brand Features or associated goodwill by 
virtue of this Agreement or the use of the Yahoo Service or Yahoo U.K. 
pursuant to this Agreement.

5.2  USAGE GUIDELINES. YAUK's use of the Yahoo Brand Features shall adhere to 
the Yahoo Brand Guidelines set forth in EXHIBIT B attached hereto. In any 
event, YAUK's use of the Yahoo Brand Features shall be at least of a quality 
and standard reasonably commensurate with YAUK's use of its own trademarks. 
Throughout the Term of this Agreement, Yahoo shall promptly provide YAUK with 
all written details of, samples of and artwork for all Yahoo Brand Features 
as required by YAUK for performing its rights and obligations under this 
Agreement. YAUK shall supply Yahoo with specimens of each of all promotional 
materials using the Yahoo Brand Features, all of which shall comply with the 
Yahoo Brand Guidelines and other provisions of this Agreement. YAUK shall 
remedy any violation of the Yahoo Brand Guidelines or of this Agreement as 
soon as practicable following receipt of notice from Yahoo of such violation. 
If any use of the Yahoo Brand Features by YAUK fails to satisfy such quality 
standards and YAUK does not promptly cure such failure, Yahoo may terminate 
YAUK's right to use such Yahoo Brand Features.

5.3  NO ADVERSE CLAIM. YAUK agrees that it will not at any time during or 
after this Agreement assert any claim or interest in or do anything which may 
adversely affect the validity or enforceability of any Yahoo Brand Features. 
Unless otherwise agreed to between the parties, YAUK will not:  (i) register, 
seek to register, or cause to be registered any of the Yahoo Brand Features 
without Yahoo's prior written consent; (ii) adopt or use Yahoo Brand 


                    [X] CONFIDENTIAL TREATMENT REQUESTED



Features or any confusingly similar word or symbol as part of YAUK's company 
name, or on or in connection with any of YAUK's products or services; or 
(iii) allow Yahoo Brand Features to be used by others, without Yahoo's prior 
written consent.

                     ARTICLE 6:  CONFIDENTIAL INFORMATION

6.1  PROTECTION OF CONFIDENTIAL INFORMATION. The parties recognize that, in 
connection with the performance of this Agreement, each of them may disclose 
to the other its Confidential Information.  The party receiving any 
Confidential Information agrees to maintain the confidential status of such 
Confidential Information and not to use any such Confidential Information for 
any purpose other than the purpose for which it was originally disclosed to 
the receiving party, and not to disclose any of such Confidential Information 
to any third party.  Neither party shall disclose the other's Confidential 
Information to its employees and agents except on a need-to-know basis.

6.2  PERMITTED DISCLOSURE. The parties acknowledge and agree that each may 
disclose Confidential Information:  (i) as required by law; (ii) to their 
respective directors, officers, employees, attorneys, accountants and other 
advisors, who are under an obligation of confidentiality, on a "need-to-know" 
basis; (iii) to investors or joint venture partners, who are under an 
obligation of confidentiality, on a "need-to-know" basis; or (iv) in 
connection with disputes or litigation between the parties involving such 
Confidential Information and each party shall endeavor to limit disclosure to 
that purpose and to ensure maximum application of all appropriate judicial 
safeguards (such as placing documents under seal).  In the event a party is 
required to disclose Confidential Information as required by law, such party 
will, to the extent practicable, in advance of such disclosure, provide the 
other party with prompt notice of such requirement. Such party also agrees, 
to the extent legally permissible, to provide the other party, in advance of 
any such disclosure, with copies of any information or documents such party 
intends to disclose (and, if applicable, the text of the disclosure language 
itself) and to cooperate with the other party to the extent the other party 
may seek to limit such disclosure.

6.3  APPLICABILITY. The foregoing obligations of confidentiality shall apply 
to directors, officers, employees and representatives of the parties and any 
other person to whom the parties have delivered copies of, or permitted 
access to, such Confidential Information in connection with the performance 
of this Agreement, and each party shall advise each of the above of the 
obligations set forth in this Article 6.

6.4  THIRD PARTY CONFIDENTIAL INFORMATION. Any Confidential Information of a 
third party disclosed to either party shall be treated by YAUK or Yahoo, as 
the case may be, in accordance with the terms under which such third party 
Confidential Information was disclosed; PROVIDED, HOWEVER, that the party 
disclosing such third party Confidential Information shall first notify the 
other party that such information constitutes third party Confidential 
Information and the terms applicable to such third party Confidential 
Information and provided further that either party may decline, in its sole 
discretion, to accept all or any portion of such third party Confidential 
Information.


                    [X] CONFIDENTIAL TREATMENT REQUESTED



6.5  CONFIDENTIALITY OF AGREEMENT. Except as required by law or generally 
accepted accounting principles, and except to assert its rights hereunder or 
for disclosures to its own officers, directors, employees and professional 
advisers on a  need-to-know  basis or in confidence to investors, investment 
bankers, financial institutions or other lenders or acquirers, each party 
hereto agrees that neither it nor its directors, officers, employees, 
consultants or agents shall disclose the terms of this Agreement or specific 
matters relating hereto without the prior consent of the other party, which 
consent shall not be unreasonably withheld or delayed.

6.6  FUTURE BUSINESS ACTIVITIES. This Agreement shall not limit either 
party's present and future business activities of any nature, including 
business activities which could be competitive with the other party, outside 
the scope of this Agreement, EXCEPT:  (i) to the extent such activities would 
involve a breach of the confidentiality restrictions contained in this 
Section; or (ii) as otherwise expressly provided herein, including without 
limitation, the restrictive covenants of Sections 2.5 and 3.3 hereto.  
Nothing in this Agreement will be construed as a representation or agreement 
that the recipient of Confidential Information will not develop or have 
developed for it products, concepts, systems or techniques contemplated by or 
embodied in such Confidential Information, provided that such recipient does 
not violate any of its obligations under Section 6 of this Agreement in 
connection with such development.

                     ARTICLE 7:  LICENSE FEES AND PAYMENT

7.1  LICENSE FEES. YAUK shall pay to Yahoo, as full and complete remuneration 
for the performance of all of Yahoo's obligations hereunder, the license fees 
that are set forth in EXHIBIT D attached hereto (the "FEES").  All payments 
under this Agreement shall be made by wire transfer to an account designated 
by Yahoo, within thirty (30) days of the end of the quarter in which such 
amounts are collected by YAUK, and shall be accompanied by a written report 
signed by an authorized YAUK officer setting forth a description of 
transactions given rise to payments in detail sufficient to support 
calculations of the amounts paid, as well as such other similar information 
as Yahoo may reasonably request.

7.2  CURRENCY. In this Agreement, all references to currency shall be 
references to the lawful currency of the United States of America.  Any and 
all conversions shall be based on the exchange rate published in the Wall 
Street Journal on the date each payment is due.

7.3  INTEREST. Any late payment of fees made by YAUK under this Agreement 
shall bear interest at the annual aggregate rate of ten percent (10%) from 
the date on which such payment was due.

7.4  TAXES. All Fees paid by YAUK to Yahoo hereunder shall be inclusive of 
all excise and customs duties, costs, expenses, and other similar taxes 
imposed by any governmental authority relating to the export of the Yahoo 
Properties, and all withholding taxes that may be required by either the 
Territory or the United States governments under the relevant tax laws and 
treaties, all of which taxes shall be paid by Yahoo.  All Fees paid by YAUK 
to Yahoo hereunder shall be exclusive of all sales, goods and services, use 
and other similar taxes imposed by any governmental authority concerning the 
use of the Yahoo Properties in accordance with this Agreement, all of which 
taxes shall be paid by Yahoo U.K.


                    [X] CONFIDENTIAL TREATMENT REQUESTED



7.5  AUDITING RIGHTS. To ensure compliance with the terms of this Agreement, 
Yahoo shall have the right, at its own expense, to direct an independent 
certified public accounting firm to inspect and audit all of the accounting 
and sales books and records of YAUK which are relevant to Fees amounts 
payable to Yahoo and the licenses granted by Yahoo hereunder; PROVIDED, 
HOWEVER, that:  (i) Yahoo provides fifteen (15) business days notice prior to 
such audit; (ii) any such inspection and audit shall be conducted during 
regular business hours in such a manner as not to interfere with normal 
business activities; (iii) in no event shall audits be made hereunder more 
frequently than twice (2) per calendar year; (iv) if any audit should 
disclose an underpayment by YAUK, YAUK shall promptly pay such amount to 
Yahoo; and (v) the cost of any audit which reveals an underpayment in excess 
of five percent (5%) of the amount owing for the reporting period in question 
shall be borne entirely by YAUK.

                  ARTICLE 8:  REPRESENTATIONS AND WARRANTIES

8.1  MUTUAL REPRESENTATIONS AND WARRANTIES.  Each party represents and 
warrants to the other party that:

     (i)  such party has been duly incorporated and is validly existing under 
the laws such party is incorporated;

     (ii) such party has the full corporate right, power and authority to 
enter into this Agreement and to perform the acts required of it hereunder;

     (iii)     the execution of this Agreement by such party, and the 
performance by such party of its obligations and duties hereunder, do not and 
will not violate any agreement to which such party is a party or by which it 
is otherwise bound;

     (iv) when executed and delivered by such party, this Agreement will 
constitute the legal, valid and binding obligation of such party, enforceable 
against such party in accordance with its terms; and

     (v)  such party acknowledges that the other party makes no 
representations, warranties or agreements related to the subject matter 
hereof that are not expressly provided for in this Agreement.

8.2  NO ADDITIONAL WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER 
PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY 
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND 
SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES 
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 

     ARTICLE 9:  LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION


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9.1  LIABILITY. EXCEPT AS PROVIDED IN SECTION 9.2, UNDER NO CIRCUMSTANCES 
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, 
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF 
THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED 
PROFITS OR LOST BUSINESS.

9.2  YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at 
its own expense, shall indemnify, defend (or at Yahoo's option and expense, 
settle) and hold YAUK and its officers, directors, employees, agents, 
distributors and licensees (the "YAUK INDEMNIFIED PARTY(IES)") harmless from 
and against any judgment, losses, deficiencies, damages, liabilities, costs 
and expenses (including, without limitation, reasonable attorneys' fees and 
expenses), whether required to be paid to a third party or otherwise incurred 
in connection with or arising from any claim, suit, action or proceeding 
(collectively, a "CLAIM"), incurred or suffered by a YAUK Indemnified Party 
to the extent the basis of such Claim is that:  (i) the Yahoo Properties 
provided by Yahoo to YAUK infringe any Intellectual Property Rights of a 
third party; (ii) Yahoo does not have the right to license the Yahoo 
Properties as set forth herein; or (iii) Yahoo has breached any of its 
duties, representations or warranties under this Agreement; PROVIDED, 
HOWEVER, that Yahoo shall have no obligation to the YAUK Indemnified Parties 
pursuant to this Section unless:  (x) YAUK gives Yahoo prompt written notice 
of the Claim; and (y) in the case of third party claims, Yahoo is given the 
right to control and direct the investigation, preparation, defense and 
settlement of the Claim; and YAUK provides Yahoo with reasonable assistance 
in the defense or settlement thereof.  In connection with the defense of any 
such Claim, each YAUK Indemnified Party may have its own counsel in 
attendance at all public interactions and substantive negotiations at its own 
cost and expense.

9.3  NO YAHOO LIABILITY. Notwithstanding the foregoing, Yahoo assumes no 
liability for infringement claims arising from:  (i) a combination of the 
Yahoo Properties or any part thereof with other Components not provided by 
Yahoo where such infringement would not have arisen from the use of the Yahoo 
Properties or portion thereof absent such combination; or (ii) modification 
of the Yahoo Properties or portion thereof by anyone other than Yahoo or on 
its behalf where such infringement would not have occurred but for such 
modifications.

9.4  YAHOO LIABILITY. If Yahoo receives notice of an alleged infringement 
relating to the Yahoo Properties, Yahoo, at its option and expense, shall use 
all reasonable efforts to:  (i) obtain a license at no cost to YAUK 
permitting continued use of the Yahoo Properties on terms and conditions 
consistent with the rights granted to YAUK hereunder; (ii) modify the 
infringing portion of the Yahoo Properties to perform its intended function 
without infringing third party rights; or (iii) provide a substitute for such 
infringing portion.  If none of the foregoing options are reasonably 
available to Yahoo, then upon written notice by Yahoo to YAUK, YAUK shall 
thereupon take the necessary action to discontinue further distribution of 
the Yahoo Properties to the extent that and only for so long as such use 
would be infringing.  Notwithstanding the foregoing, this Agreement shall 
remain in full force and effect in 


                    [X] CONFIDENTIAL TREATMENT REQUESTED



accordance with the terms hereof with respect to all noninfringing portions 
of the Yahoo Properties.

9.5  YAUK INDEMNIFICATION. Subject to the limitations set forth below, YAUK, 
at its own expense, shall indemnify, defend (or at YAUK's option and expense, 
settle) and hold Yahoo and any Yahoo Affiliates and their officers, 
directors, employees, agents, distributors and licensees (the "YAHOO 
INDEMNIFIED PARTY(IES)") harmless from and against any judgment, losses, 
deficiencies, damages, liabilities, costs and expenses (including, without 
limitation, reasonable attorneys' fees and expenses), whether required to be 
paid to a third party or otherwise incurred in connection with or arising 
from any claim, suit, action or proceeding (collectively, a "CLAIM"), 
incurred or suffered by a Yahoo Indemnified Party to the extent the basis of 
such Claim is that:  (i) Yahoo U.K. or any Local Content (to the extent 
distinct from Yahoo Properties provided by Yahoo to YAUK) infringe any:  (1) 
patent; (2) copyright; (3) trade secret; or (4) trademark of a third party; 
(ii) YAUK does not have the right to license the Local Content as set forth 
herein; or (iii) YAUK has breached any of its duties, representations or 
warranties under this Agreement; PROVIDED, HOWEVER, that YAUK shall have no 
obligation to the Yahoo Indemnified Parties pursuant to this Section unless:  
(x) Yahoo gives YAUK prompt written notice of the Claim; and (y) in the case 
of third party claims, YAUK is given the right to control and direct the 
investigation, preparation, defense and settlement of the Claim; and Yahoo 
provides YAUK with reasonable assistance in the defense or settlement 
thereof; and PROVIDED FURTHER that if any settlement results in any ongoing 
liability to, or prejudices or detrimentally impacts Yahoo or any Yahoo 
Affiliate, and such obligation, liability, prejudice or impact can reasonably 
be expected to be material, then such settlement shall require Yahoo's 
written consent, which consent shall not be unreasonably withheld or delayed. 
 In connection with the defense of any such Claim, each indemnified person 
may have its own counsel in attendance at all public interactions and 
substantive negotiations at its own cost and expense.

                              ARTICLE 10:  TERM

10.1 TERM. Unless earlier terminated as provided herein, or unless otherwise 
provided in the Joint Venture Agreement, this Agreement shall be effective 
from the Effective Date until the sooner of:  (i) the parties hereto mutually 
agree to terminate this Agreement; or (ii) termination of the Joint Venture 
Agreement.

10.2 EARLY TERMINATION. Either party may terminate this Agreement upon 
written notice in the event of (i) any material breach of any warranty, 
representation or covenant of this Agreement by the other party which remains 
uncured thirty (30) days after notice of such breach, or (ii) in the event of 
any bankruptcy, insolvency, receivership or similar proceeding of the other 
party which continues for twenty (20) days from filing.

10.3 RETURN OF INFORMATION. Within thirty (30) calendar days after the 
termination or expiration of this Agreement, each party hereto shall either 
deliver to the other, or destroy, all copies of any tangible Confidential 
Information of the other party provided hereunder in its possession or under 
its control, and shall furnish to the other party an affidavit signed by an 


                    [X] CONFIDENTIAL TREATMENT REQUESTED



officer of its company certifying that to the best of its knowledge, such 
delivery or destruction has been fully effected.

10.4 REMAINING PAYMENT. Within forty-five (45) calendar days of the 
expiration or termination of this Agreement, each party shall pay to the 
other party all sums, if any, due and owing as of the date of expiration or 
termination.

10.5 SURVIVAL. The respective rights and obligations of the parties under 
Sections 1, 4.1, 4.2, 4.3, 5.1, 5.3, 7.4, 10.3, 10.4, and 10.5. and Articles 
6, 8, 9, and 11 shall survive expiration or termination of this Agreement.  
No termination or expiration of this Agreement shall relieve any party for 
any liability for any breach of or liability accruing under this Agreement 
prior to termination.

                          ARTICLE 11:  MISCELLANEOUS

11.1 GOVERNING LAW; JURISDICTION. This Agreement shall be interpreted and 
construed in accordance with the laws of the State of California, and with 
the same force and effect as if fully executed and performed therein, and the 
laws of the United States of America.  Each of YAUK and Yahoo hereby consents 
and submits to the personal jurisdiction of the United States and state 
courts of the State of California, and expressly agrees that the venue for 
any action arising under this Agreement shall be the appropriate court 
sitting within the Northern District of California.

11.2 AMENDMENT OR MODIFICATION. This Agreement may not be amended, modified 
or supplemented by the parties in any manner, except by an instrument in 
writing signed on behalf of each of the parties by a duly authorized officer 
or representative.

11.3 NO ASSIGNMENT. Neither party shall transfer or assign any rights or 
delegate any obligations hereunder, in whole or in part, whether voluntarily 
or by operation of law, without the prior written consent of the other party. 
 Any purported transfer, assignment or delegation by either party without the 
appropriate prior written approval shall be null and void and of no force or 
effect.  Notwithstanding the foregoing, without securing such prior consent, 
each party shall have the right to assign this Agreement or any of its rights 
or obligations to an Affiliate provided that such party continues to be 
liable for the performance of its obligations and either party shall have the 
right to assign this Agreement and the obligations hereunder to any successor 
of such party by way of merger or consolidation or the acquisition of 
substantially all of the business and assets of the assigning party relating 
to the Agreement.

11.4 NOTICES. Except as otherwise provided herein, any notice or other 
communication to be given hereunder shall be in writing and shall be (as 
elected by the party giving such notice):  (i) personally delivered; (ii) 
transmitted by postage prepaid registered or certified airmail, return 
receipt requested; (iii) deposited prepaid with a nationally recognized 
overnight courier service; or (iv) sent via facsimile, with a confirmation 
copy sent via first class mail. Unless otherwise provided herein, all notices 
shall be deemed to have been duly given on:  (x) the date of receipt (or if 
delivery is refused, the date of such refusal) if delivered personally or by 
courier; or (y) three (3) days after the date of posting if transmitted by 
mail.  Either party may 


                    [X] CONFIDENTIAL TREATMENT REQUESTED



change its address for notice purposes hereof on not less than three (3) days 
prior notice to the other party.  Notice hereunder shall be directed to a 
party at the address for such party which is set forth below:

     To Yahoo:      Yahoo! Inc.
                    3400 Central Expressway
                    Santa Clara, CA  95051   
                    Attention:  President
                    Fax:  (408) 731-3301

     Copy to:       James L. Brock
                    Venture Law Group
                    2800 Sand Hill Road
                    Menlo Park, California  94025
                    Fax:  (415) 233-8386

     To YAUK:       Yahoo! U.K.
                    Cottons Centre 
                    Hayes Lane 
                    London SE1 2QT U.K.
                    Attn:  Managing Director
                    Fax:  [________________]
                    ---------------------------

     Copy to YAUK counsel as identified or direct by YAUK.

11.5 ENTIRE AGREEMENT. This Agreement represents the entire agreement of the 
parties with respect to the subject matter hereof and supersedes all prior 
and/or contemporaneous agreements and understandings, written or oral between 
the parties with respect to the subject matter hereof.

11.6 WAIVER. Any of the provisions of this Agreement may be waived by the 
party entitled to the benefit thereof.  Neither party shall be deemed, by any 
act or omission, to have waived any of its rights or remedies hereunder 
unless such waiver is in writing and signed by the waiving party, and then 
only to the extent specifically set forth in such writing.  A waiver with 
reference to one event shall not be construed as continuing or as a bar to or 
waiver of any right or remedy as to a subsequent event.

11.7 FEES AND EXPENSES. Each party shall be responsible for the payment of 
its own costs and expenses, including attorneys' fees and expenses, in 
connection with the negotiation and execution of this Agreement.

11.8 RECOVERY OF COSTS AND EXPENSES. If either party to this Agreement brings 
an action against the other party to enforce its rights under this Agreement, 
the prevailing party shall be 


                    [X] CONFIDENTIAL TREATMENT REQUESTED



entitled to recover its costs and expenses, including without limitation, 
attorneys' fees and costs incurred in connection with such action, including 
any appeal of such action.

11.9 SEVERABILITY. If the application of any provision or provisions of this 
Agreement to any particular facts of circumstances shall be held to be 
invalid or unenforceable by any court of competent jurisdiction, then:  (i) 
the validity and enforceability of such provision or provisions as applied to 
any other particular facts or circumstances and the validity of other 
provisions of this Agreement shall not in any way be affected or impaired 
thereby; and (ii) such provision or provisions shall be reformed without 
further action by the parties hereto and only to the extent necessary to make 
such provision or provisions valid and enforceable when applied to such 
particular facts and circumstances.

11.10     OTHER AGREEMENTS. Neither party shall agree to any contractual 
provision or term in any agreement with any third party which contains a 
provision or term which cause such party to be in breach of or violates this 
Agreement.

11.11     NO DISCLOSURE.  Without the prior written consent of the other 
party, neither party shall, in any manner, disclose, advertise, or publish 
the terms of, or any information concerning, this Agreement; PROVIDED, 
HOWEVER, that either party may disclose such portions of this Agreement as 
may be required by law, subject to the provisions of Article 5 hereto.

11.12     NO THIRD PARTY BENEFICIARIES.  Nothing express or implied in this 
Agreement is intended to confer, nor shall anything herein confer, upon any 
person other than the parties and the respective successors or assigns of the 
parties, any rights, remedies, obligations or liabilities whatsoever.

11.13     COUNTERPARTS; FACSIMILES. This Agreement may be executed in any 
number of counterparts, each of which when so executed and delivered shall be 
deemed an original, and such counterparts together shall constitute one and 
the same instrument.  Each party shall receive a duplicate original of the 
counterpart copy or copies executed by it.  For purposes hereof, a facsimile 
copy of this Agreement, including the signature pages hereto, shall be deemed 
to be an original.  Notwithstanding the foregoing, the parties shall each 
deliver original execution copies of this Agreement to one another as soon as 
practicable following execution thereof.

     IN WITNESS WHEREOF, the parties to this Agreement by their duly 
authorized representatives have executed this Agreement as of the date first 
above written.

YAHOO! U.K.                        YAHOO! INC.

By:  /S/ HEATHER KILLEN            By:  /s/ TIMOTHY KOOGLE  
   ----------------------------       -----------------------------
   Name:  Heather Killen              Name:  Timothy Koogle
   Title:  President & CEO            Title:  President


                    [X] CONFIDENTIAL TREATMENT REQUESTED



                                  EXHIBIT A

                     YAHOO U.K. TECHNICAL SPECIFICATIONS

I.  TECHNICAL SPECIFICATIONS

    Yahoo will provide HTML Tree and Search Tree data files described below, 
to YAUK:  PROVIDED, HOWEVER, that Yahoo reserves the right to modify the 
structure of its HTML tree and search tree from time to time as Yahoo deems 
necessary in connection with similar modifications that are made to the Yahoo 
Internet Directory on Yahoo's principal WWW site.

         (A)  HTML TREE:  The file format of individual data files is in HTML 
format.  The hierarchical directory structure is implemented using UNIX file 
system.

         (B)  SEARCH TREE:  The search index format is a flat file text format 
that is subject to update.

II. TOOLS AND SEARCH ENGINE

    Yahoo will provide to YAUK the following tools for use in connection with 
Yahoo U.K.  Subject to the terms and conditions of this Agreement, Yahoo 
reserves the right to add, delete and modify from this list so long as the 
service is not degraded or interrupted significantly, and Yahoo notifies YAUK 
in advance and works with YAUK in good faith before making any such changes.

    A.   HTTP SERVER:  A C program compiled on the hardware platform 
provided.  The initial version of HTTP software will be proprietary to Yahoo. 
Subject to the terms and conditions of this Agreement, this software may be 
replaced by third party software in the future.

    B.   SEARCH SERVER:  A C program compiled on the hardware provided.  This 
software is proprietary to Yahoo.  Subject to the terms and conditions of 
this Agreement, Yahoo reserves the right to change the search engine to a 
third party software at Yahoo's discretion without notice.

    C.   CGI SCRIPTS:  These scripts are either written in C or in Perl.  The 
platforms must have Perl installed.

    D.   UTILITY SCRIPTS:  These scripts are written in Perl or similar shell 
languages.  The platform must support cron jobs and have Perl, and other 
required shell environments, installed.

    E.   LOG DATA TOOL:  This software tool, which is proprietary to Yahoo, 
is a set of CGI scripts written in Perl that summarize, analyze, and display 
summary information regarding Log Data.  Yahoo will use this tool to remotely 
access Log Data collected by YAUK pursuant to this Agreement. 

                    [X] CONFIDENTIAL TREATMENT REQUESTED



                                  EXHIBIT B

                           YAHOO BRAND GUIDELINES

1.  GENERAL.  The Yahoo Brand Features may be used by YAUK only in connection 
with the exercise of YAUK's rights pursuant to this Agreement, and only with 
the promotion of the use of Yahoo Properties and Yahoo Products pursuant to 
the terms of this Agreement and only in a manner consistent with proper usage 
of the trademarks, trade names, service marks, service names and other 
elements that are contained.

2.  APPEARANCE OF LOGOS.  Yahoo and YAUK will use their best efforts to ensure 
that the presentation of the Yahoo Brand Features shall be consistent with 
Yahoo's use of the Yahoo Brand Features on Yahoo's URLs.  YAUK shall use the 
Yahoo Brand Features in a manner reasonably consistent with other key third 
party content used by YAUK in connection with Yahoo U.K.

3.  NOTICES.  All trademarks and service marks included in the Yahoo Brand 
Features shall be designated with "SM", "TM", "-Registered Trademark-", in 
the manner directed by Yahoo.

4.  APPEARANCE.  Promptly following the Effective Date, and from time to time 
during the Term, Yahoo shall provide YAUK with written guidelines for the 
size, typeface, colors and other graphic characteristics of the Yahoo Brand 
Features, which upon delivery to YAUK shall be deemed to be incorporated into 
the "Yahoo Brand Guidelines" under this Agreement.

5.  RESTRICTIONS UPON USE.  Unless otherwise mutually agreed, the Yahoo Brand 
Features shall not be presented or used by YAUK:

    A.   in a manner that could be reasonably interpreted to suggest that any 
editorial content other than the Yahoo Service has been authored by, or 
represents the views or opinions of, Yahoo or any Yahoo personnel;

    B.   in a manner that is misleading, defamatory, libelous, obscene or 
otherwise objectionable, in Yahoo's reasonable opinion;

    C.   in a way that infringes, derogates, dilutes or impairs the rights of 
Yahoo in the Yahoo Brand Features; 

    D.   for the purposes of promoting the sale, license or other transfer 
for value of property or services, other than in connection with the 
promotion of the sale and use of Yahoo U.K.; or

    E.   as part of a name of a product or service of a company other than 
Yahoo, except as expressly provided in this Agreement.

                    [X] CONFIDENTIAL TREATMENT REQUESTED



6.  REMEDY.  YAUK will make any changes to its use of the Yahoo Brand Features 
as are reasonably requested by Yahoo.

7.  REVISIONS.  These Guidelines may be modified as may be reasonably 
necessary at any time by Yahoo upon written notice to YAUK.


                    [X] CONFIDENTIAL TREATMENT REQUESTED



                                  EXHIBIT C

                       COMPETITIVE NAVIGATIONAL TOOLS

Competitive Navigational Tools shall include the Internet directories and
Internet search tools including, but not limited to those listed below or
offered by a party listed below:

[XXXX]





                    [X] CONFIDENTIAL TREATMENT REQUESTED



                                  EXHIBIT D

                                LICENSE FEES


License fee: [XXXX] for each year of this Agreement.




                    [X] CONFIDENTIAL TREATMENT REQUESTED



                                  EXHIBIT E

                             YAHOO U.K. LOG DATA

Each time a customer accesses Yahoo U.K., Yahoo requires the following User 
Log Data from YAUK:

1. The customer's Internet protocol address;

2. The date and time of access;

3. A description of the page of Yahoo U.K. accessed
   (e.g.,/Entertainment/Games/Video Games/)






                    [X]   CONFIDENTIAL TREATMENT REQUESTED


                                   -i-

EX-10.32

                      YAHOO! DEUTSCHLAND LICENSE AGREEMENT



       This YAHOO! DEUTSCHLAND LICENSE AGREEMENT (the "AGREEMENT") is entered 
into as of this 1st day of November, 1996 (the "EFFECTIVE DATE") by and 
between:

       YAHOO! INC., a California corporation ("YAHOO") with a principal 
office at 3400 Central Expressway, Santa Clara, CA  95051; and

       YAHOO! DEUTSCHLAND, a corporation organized under the laws of Germany 
("YADE"), with a principal office at ______________________________________; 
with reference to the following: 

                                    RECITALS

       The following provisions form the basis for, and are hereby made a 
part of, this Agreement:

       A.   Yahoo owns, operates and distributes a leading index and 
directory of Internet resources, including a hierarchical index, information 
indexing and retrieval software; and

       B.   YADE has been organized with 70% owned by Yahoo and 30% owned by 
SB Holdings (Europe) Ltd., pursuant to a joint venture agreement entered into 
concurrently herewith (the "JOINT VENTURE AGREEMENT"), in order to operate in 
Germany a localized version of the Yahoo Guide, to develop related on-line 
navigational services in Germany, and to conduct certain other businesses 
relating to such activities.

                                   AGREEMENT

       NOW, THEREFORE, in consideration of the mutual covenants and 
conditions set forth herein and other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the parties hereto 
do hereby agree as follows:

                ARTICLE I:  DEFINITIONS; RULES OF CONSTRUCTION

1.1    DEFINITIONS. For purposes of this Agreement, in addition to the 
capitalized terms defined elsewhere in this Agreement, the following terms 
shall have the meanings ascribed to them below:

       "AFFILIATE" shall mean any corporation, limited liability company,
partnership or other entity (collectively, an  "ENTITY" ):  (1) that is
controlled by or controls a party (collectively, a  "CONTROLLED ENTITY" ); or
(2) that is controlled by or controls any such Controlled Entity, in each
instance of clause (1) or (2) for so long as such control continues.  For
purposes of this definition, "control" shall mean the possession, directly or
indirectly, of power to direct or cause the direction of the management or
policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise).  Without limiting the 



                   [X] CONFIDENTIAL TREATMENT REQUESTED



foregoing, joint control of an Entity with one or more other persons or 
Entities shall be deemed to constitute control for purposes hereof.

       "COMPETITIVE NAVIGATIONAL TOOLS" shall mean any third party Internet 
directory or Internet search tool that provides a comprehensive hierarchical 
directory or text-based index of WWW sites, including, without limitation, 
those Competitive Navigational Tools owned, operated, or offered by the 
companies listed in EXHIBIT C attached hereto.  No service or tool shall be 
deemed to be a "Competitive Navigational Tool" solely because it is offered 
by a third party that also offers services or tools that are "Competitive 
Navigational Tools."

       "COMPONENTS" shall mean information, materials, products, features, 
services, content, computer software, designs, artistic renderings, drawings, 
sketches, characters, layouts, and the digital implementations thereof, 
PROVIDED, HOWEVER, that "Components" shall not include Local Content.

       "CONFIDENTIAL INFORMATION" shall mean any information relating to or 
disclosed in the course of this Agreement, which is or should be reasonably 
understood to be confidential or proprietary to the disclosing party, 
including, but not limited to know-how, trade secrets, log data, technical 
processes and formulas, source codes, product designs, sales, cost and other 
unpublished financial information, product and business plans, projections, 
and marketing data.  "Confidential Information" shall not include information 
which:  (i) is known to the recipient on the Effective Date directly or 
indirectly from a source other than one having an obligation of 
confidentiality to the providing party; (ii) hereafter becomes known 
(independently of disclosure by the providing party) to the recipient 
directly or indirectly from a source other than one having an obligation of 
confidentiality to the providing party; (iii) becomes publicly known or 
otherwise ceases to be secret or confidential, except through a breach of 
this Agreement by the recipient; or (iv) is or was independently developed by 
the recipient without use of or reference to the providing party's 
confidential information, as shown by evidence in the recipient's possession.

       "DERIVATIVE WORK" shall mean all "derivative works" and 
"compilations", within the meaning of such terms as defined in the U.S. 
Copyright Act (17 U.S.C. Section 101 et seq.).

       "INTELLECTUAL PROPERTY RIGHTS" shall mean trade secrets, patents, 
copyrights, trademarks, know-how, moral rights, and similar rights of any 
type under the laws of any governmental authority, domestic or foreign 
including all applications and registrations relating to any of the foregoing.

       "JOINT ENHANCEMENTS" shall mean any enhancements, added 
functionalities, additions, extensions or improvements to Yahoo.DE that are 
created or developed jointly by YADE, on the one hand, and Yahoo, its 
Affiliates (other than YADE, Yahoo! France, or Yahoo! UK) or their agents, on 
the other hand, including any Components which are jointly contributed to 
Yahoo.DE.

       "LAUNCH DATE" shall mean the first date on which Yahoo.DE is made 
generally available to the public in the Territory.

                                     -2-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



       "LOCAL CONTENT" shall mean content, including WWW site listings, added 
to Yahoo.DE by YADE and that is:  (i) specific to the market of the 
Territory; and (ii) originates in or arises from activities in the Territory.

       "LOCALIZED SITE" shall mean YADE's WWW site(s) in the Territory 
through which the Yahoo Properties are made available to Yahoo.DE Users.

       "LOG DATA" shall mean all data generated by an Internet server that 
relates to file requests, user identification, session times and similar 
available information, including information set forth by EXHIBIT E.

       "TERRITORY" shall mean Germany, exclusive of its territories and 
protectorates.

       "WWW" shall the World Wide Web, a system for accessing and viewing 
text, graphics, sound and other media via the Internet.

       "YAHOO BRAND FEATURES" shall mean Yahoo trademarks, trade names, 
service marks, service names, distinct elements of the Yahoo Service Look and 
Feel and all other Components specifically associated with the "Yahoo!" 
brand, as to which Yahoo has established trademark, trade name or similar 
protectable rights, including the name "Yahoo!" and any modifications or 
improvements to the foregoing that may be created by Yahoo from time to time.

       "YAHOO BRAND GUIDELINES" shall mean the guidelines for use of the 
Yahoo Brand Features, as specifically set forth in EXHIBIT B attached hereto, 
as such may be reasonably amended from time to time by Yahoo.

       "YAHOO.DE" shall mean versions of the Yahoo Service that are 
customized and localized specifically for all or any portion of the market of 
the Territory in any and all languages or dialects specifically relevant to 
the Territory.

       "YAHOO.DE DERIVATIVE WORKS" shall mean Derivative Works created from 
the Yahoo Properties, including:  (i) any German customizations and 
translations necessary for the customer market in the Territory, created by 
YADE from Yahoo Properties for use in Yahoo.DE; and (ii) new properties, 
including regional directories and localized directories, for example a 
Yahoo.Berlin, that are directed to the Territory or that are necessary to 
build Yahoo.DE in the Territory; PROVIDED, HOWEVER, that YADE shall obtain 
prior approval from Yahoo for any such new properties that have a scope 
intended to extend beyond the market of the Territory. 

       "YAHOO.DE SITE" shall mean one or more servers on which, collectively, 
Yahoo.DE and the Localized Site will be made available pursuant to this 
Agreement.

       "YAHOO.DE USERS" shall mean Internet-users to whom YADE provides 
access to Yahoo.DE.

                                     -3-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



       "YAHOO PRODUCTS" shall mean print publications and digital media 
products, including CD ROMs, and other marketing tools derived from or 
incorporating Yahoo Properties that are localized for the Territory by YADE.

       "YAHOO PROPERTIES" shall mean collectively:  (i) the Yahoo Service, 
including both the Yahoo Service Look and Feel and the Yahoo Brand Features; 
and (ii) Yahoo.DE.

       "YAHOO SERVICE" shall mean, collectively, the Internet-based 
hierarchical information index and retrieval product, including the related 
search engine, that Yahoo makes generally available now or in the future 
through the WWW, and currently located at http://www.yahoo.com, as the same 
may be modified, upgraded, updated or enhanced during the Term of this 
Agreement; PROVIDED, HOWEVER, that the Yahoo Service shall not include any 
content, software, or any WWW-wide text-based search tool licensed, 
incorporated, or otherwise authorized for use by Yahoo from a third party 
(UNLESS Yahoo has the right to sublicense the same to YADE hereunder which 
Yahoo shall use reasonable efforts to obtain).

       "YAHOO SERVICE LOOK AND FEEL" shall mean the artistic renderings, 
drawings, animations, sketches, characters, layouts and designs, and digital 
implementations thereof which are embodied within the Yahoo Service as to 
which Yahoo has established protectable rights.

       "YAHOO SOFTWARE" shall mean all computer programs, in object code 
form, and related know how, that are owned or operated by Yahoo and required 
for the operation, modification, maintenance and distribution (or permitted 
Internet access to) the Yahoo Service, including the computer software 
programs described in EXHIBIT A attached hereto; PROVIDED, HOWEVER, that the 
"Yahoo Software" does not include third party software or materials that 
Yahoo does not have the right to sublicense to YADE without cost.

       "YAHOO SYSTEM" shall mean, collectively, the Yahoo Service, the Yahoo 
Software, the Yahoo Brand Features, and any related documentation as Yahoo 
may make available to third parties from time to time.

1.2    RULES OF CONSTRUCTION. As used in this Agreement, neutral pronouns and 
any variations thereof shall be deemed to include the feminine and masculine 
and all terms used in the singular shall be deemed to include the plural, and 
vice versa, as the context may require.  The words "hereof," "herein" and 
"hereunder" and other words of similar import refer to this Agreement as a 
whole, including any exhibits hereto, as the same may from time to time be 
amended or supplemented and not to any subdivision contained in this 
Agreement.  The word "including" when used herein is not intended to be 
exclusive and means "including, without limitation."  References herein to 
section, subsection, attachment or exhibit shall refer to the appropriate 
section, subsection or exhibit in or to this Agreement.  The descriptive 
headings of this Agreement are inserted for convenience of reference only and 
do not constitute a part of and shall not be utilized in interpreting this 
Agreement.  This Agreement has been negotiated by the parties hereto and 
their respective counsel and shall be fairly interpreted in accordance with 
its terms and without any rules of construction relating to which party 
drafted the Agreement being applied in favor of or against either party.

                                     -4-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



1.3    EXHIBITS. In the event that any Exhibits referred to in this Agreement 
are not attached at the time of execution and delivery of this Agreement, the 
parties agree to determine in good faith upon the content of such Exhibits 
within five (5) business days following the Effective Date.


                         ARTICLE 2:  GRANT OF RIGHTS

2.1    LICENSE TO YAHOO SERVICE PRIOR TO YAHOO.DE LAUNCH. Subject to all of 
the terms and conditions of this Agreement, Yahoo hereby grants to YADE, from 
the Effective Date of this Agreement until the Launch Date, a non-exclusive 
(subject to the restrictive covenant set forth in Section 2.5 hereto), 
royalty-bearing, right and license to:

       (i)    use, display, perform, transmit, market, promote, and permit 
Yahoo.DE Users to use, the Yahoo Service in electronic, on-line form and in 
the manner described in this Agreement, via the Internet in the Territory;

       (ii)   reproduce the Yahoo Service in electronic, on-line form for 
internal back-up and archival purposes; and

       (iii)  use the Yahoo Software solely for modifying the Yahoo Service 
in accordance with this Agreement, and to reproduce the Yahoo Service solely 
for YADE's internal use in furtherance of such modifying.

2.2    LICENSE TO YAHOO SYSTEM AND YAHOO.DE  Subject to all of the terms and 
conditions of this Agreement, Yahoo hereby grants to YADE, during the Term of 
this Agreement, a non-exclusive (subject to the restrictive covenant set 
forth in Section 2.5 hereto), royalty-bearing, right and license to:

       (i)    use, modify and customize the Yahoo Software and Yahoo Service 
solely for the purpose of developing, creating, operating, maintaining, 
marketing, promoting, distributing, and otherwise commercially exploiting 
Yahoo.DE;

       (ii)   reproduce copies of the Yahoo Software solely for YADE's 
internal use in creating Yahoo.DE Derivative Works;

       (iii)  use, reproduce, display, perform, transmit, market, promote, 
and permit Yahoo.DE Users to use, Yahoo.DE in on-line form and in the manner 
described in this Agreement, via the Internet in the Territory;

       (iv)   use and reproduce any and all Yahoo Software (in object code 
form only) associated with the Yahoo Properties solely to facilitate the 
exploitation of the Yahoo Properties as anticipated and described in this 
Agreement;

       (v)    create Yahoo.DE Derivative Works, solely for use, 
incorporation, and integration in Yahoo.DE and solely as necessary for 
localizing Yahoo.DE for the consumer 

                                     -5-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



       (vi)   market in the Territory, subject to the terms and limitations set 
forth in Section 2.4 of  this Agreement; anduse, distribute, reproduce, transmit
and display the Yahoo Brand Features in connection with the exercise of YADE's 
rights to Yahoo.DE; 

PROVIDED, HOWEVER, that Yahoo.DE Users' right to access and use the Yahoo 
Properties shall be subject to such customary limitations and restrictions on 
use and reproduction as Yahoo may impose with respect to the Yahoo Properties.

2.3    [XXXX].

2.4    NO OTHER RIGHTS. Except as expressly provided in this Agreement, YADE 
shall:  (i) only distribute or make available Yahoo.DE in its entirety as a 
complete work; PROVIDED, HOWEVER, that YADE may omit directories, categories, 
subcategories, and products that YADE determines is irrelevant or 
inapplicable to the Territory, subject to Yahoo's approval which shall not 
unreasonably be withheld; (ii) subject to the provisions of Section 2.3, not 
distribute or make available the Yahoo Services or Yahoo.DE other than in 
on-line electronic form; and (iii) not remove any copyright, trademark, or 
other proprietary rights notices from any of the Yahoo Properties or Yahoo 
Products.  No rights or licenses are granted by Yahoo to YADE except for 
those expressly granted in Sections 2.1, 2.2, and 2.3 hereto.

2.5    RESTRICTIVE COVENANT.  During the Term of this Agreement, Yahoo shall 
not: (i) either directly or indirectly, grant any right or license, whether 
exclusive or non-exclusive, to any person or entity to use, display, 
reproduce, modify, and customize, the Yahoo System for the purpose of 
developing, creating, operating, maintaining, marketing, promoting, 
distributing, or otherwise commercially exploiting a version of the Yahoo 
Service that is customized or localized for the Territory; or (ii) modify and 
customize the Yahoo System for the purpose of developing, creating, 
operating, maintaining, marketing, promoting, distributing, or otherwise 
commercially exploiting a version of the Yahoo Service that is customized or 
localized for the Territory.  Nothing contained in this Agreement shall limit 
or in any way restrict Yahoo's right to advertise or promote the Yahoo System 
or any Derivative Works thereof outside of the Territory, or to advertise or 
promote the Yahoo System in any media that originates outside of the 
Territory; PROVIDED, HOWEVER, that such advertisements and promotions are not 
specifically targeted to Yahoo.DE or the market for Yahoo.DE in the 
Territory.  The parties hereto further acknowledge and agree that nothing 
herein shall prevent, restrict or otherwise limit the ability of any person 
in the Territory from electronically accessing the Yahoo Service maintained 
and operated by Yahoo, or its current or future licensees, in any 
jurisdiction outside the Territory.

2.6    LICENSE GRANTED BY YADE. Subject to all of the terms and conditions of 
this Agreement, YADE hereby grants Yahoo a non-exclusive, royalty-free, 
perpetual, worldwide (EXCEPT for the Territory) license to use, reproduce, 
display, perform, transmit, market, promote, and permit Yahoo Service users 
to use, in any form or media, Local Content; PROVIDED, HOWEVER, that any use 
of the Local Content by Yahoo in the countries identified in EXHIBIT F (the 
"EXTENSION COUNTRIES") attached hereto shall be subject to prior approval by 
YADE, which approval shall not be unreasonably withheld; and PROVIDED, 
FURTHER, that for a 

                                     -6-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



period of six (6) months after the Effective Date of this Agreement, Yahoo 
will neither:  (i) market or promote the Local Content in the Extension 
Countries; nor (ii) market or promote Derivative Works targeted specifically 
to the Extension Countries and based on the Local Content, in the Extension 
Countries. Subject to the foregoing license grant, YADE retains all right, 
title and interest in and to the Local Content.

                    ARTICLE 3:  OBLIGATIONS OF THE PARTIES

3.1    YAHOO.DE CONTENT.  Yahoo.DE shall, at a minimum, contain all 
directories, including categories, subcategories, and URL's, contained within 
the Yahoo Service, as such service or any portion thereof may be modified, 
upgraded, updated or otherwise enhanced during the Term of this Agreement.  
Promptly after the Effective Date, Yahoo shall provide to YADE with Yahoo 
Properties to the extent necessary to launch the Yahoo.DE Site and for YADE 
to create Yahoo.DE Derivative Works for incorporation into Yahoo.DE  In the 
event that YADE wants to post or incorporate any new service, content (other 
than Local Content), or sponsorships on Yahoo.DE, YADE shall obtain Yahoo's 
prior written consent, which consent shall not be unreasonably withheld.

3.2    LOCAL CONTENT.  YADE shall be solely responsible for collecting, 
translating, and classifying Local Content.  YADE may eliminate from Yahoo.DE 
such Components that are unrelated to directory, index, or search functions 
as YADE deems appropriate, subject to Yahoo's prior approval, which shall not 
unreasonably be withheld.

3.3    RESTRICTIVE COVENANT.  During the Term, YADE agrees that it shall not: 
(i) enter into a commercial arrangement or transaction with any person for 
the customization, translation, or localization of a Competitive Navigational 
Tool for the consumer market of the Territory and for use within the 
Territory; or (ii) develop, commercialize, market or promote any Competitive 
Navigational Tool.  Without limiting the foregoing, YADE shall not provide 
any on-line advertising that contains a direct hypertext link to any 
Competitive Navigational Tool; PROVIDED, HOWEVER, that nothing herein shall 
prohibit Yahoo.DE from including links contained in the Yahoo Service, or 
such links as may be reasonably agreed to by Yahoo.

3.4    MESSAGE BAR.  Yahoo shall have the right, upon reasonable advance 
notice to YADE, to place non-advertising Components from Yahoo directed to 
the global marketplace, on the home page of Yahoo.DE for up to five (5) 
consecutive days.(1)

3.5    ADVERTISING REVENUE.  The parties hereto agree that all revenues and 
income derived by YADE in connection with advertising, marketing and 
promotional information in Yahoo.DE, and distribution of the Yahoo Service in 
the Territory pursuant to Section 2.1 hereto,  shall accrue solely to YADE, 
subject to the calculation and payment of the Fees as set out in EXHIBIT D 
attached hereto.  YADE shall be solely and exclusively responsible for 
ensuring that all advertising, marketing and promotional information 
conducted and provided by YADE 

- ------------------------
(1) By way of example, but not of limitation, in the event that one of 
Yahoo's directors or officers desires to send a global message to all users 
of Yahoo concerning introduction of a new Yahoo Property or news relating to 
Yahoo or a Yahoo Property, then such message would appear in the message bar 
as contemplated under this Agreement.

                                     -7-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



complies with all local, federal, and other governmental laws and regulations 
of the Territory that may be applicable thereto.

3.6    YADE COVENANTS.  In addition to the representations and warranties of 
Section 6.1 hereto, YADE covenants to use its best efforts to assure that:

       (i)    the Components and Local Content which YADE includes in or 
associates with Yahoo.DE shall neither:  (a) infringe on or violate any 
copyright, patent, or any other proprietary right of any third party; nor (b) 
violate any applicable law, regulation or third party right;

       (ii)   YADE's performance of this Agreement shall comply in all 
material respect with, and neither contravene, breach nor infringe, any laws 
or regulations of the Territory;

       (iii)  the Local Content provided by YADE shall not contain any 
obscene or defamatory materials, information, data or content, as such may be 
finally determined by a court of competent jurisdiction; and

       (iv)   all translations performed by YADE, either directly or under 
YADE's instructions, shall be accurate.

3.7    YAHOO COVENANT.  Yahoo covenants to use its commercially reasonable 
efforts, in the event of a change by Yahoo of the platform or other 
technology necessary for operating the Yahoo Service to a new platform or 
technology (the "NEW TECHNOLOGY"), to:  (i) provide YADE with advance notice 
of such technology change; (ii) assist YADE in managing the transition by 
YADE from the current technology to the New Technology for Yahoo.DE; and 
(iii) assist YADE in obtaining such New Technology.  Yahoo will bear 
reasonable start-up costs associated with establishing the New Technology for 
Yahoo.DE so that Yahoo.DE operates at essentially the same or better 
operating level (with respect to speed and responsiveness of Yahoo.DE in 
response to a user query) that Yahoo.DE operated prior to converting to the 
New Technology; PROVIDED, HOWEVER, that on-going costs, including license 
fees therefor, associated with such New Technology shall be borne solely by 
YADE; PROVIDED, FURTHER, that Yahoo will use its reasonable efforts to pass 
any savings or discounts it may be able to obtain from the third party 
provider of the New Technology.  Nothing herein shall be construed as an 
obligation or representation by Yahoo that Yahoo will obtain or negotiate on 
behalf of YADE any license fees or other fees associated with the New 
Technology.  

                       ARTICLE 4:  OWNERSHIP; LOG DATA

4.1    YAHOO OWNERSHIP. Yahoo and YADE hereby agree that all right, title and 
interest in and to the Yahoo System and the Yahoo.DE Derivative Works shall 
be owned exclusively by Yahoo without reservation, and that all such 
worldwide ownership rights, title and interest in and to, all aspects of 
Yahoo.DE (including, but not limited to all Intellectual Property Rights 
thereto) shall solely vest with, and be owned by, Yahoo.  YADE assigns any 
interest it may be deemed to possess in any such Yahoo System or Yahoo.DE 
Derivative Works to Yahoo and will assist Yahoo in every reasonable way, at 
Yahoo's expense, to obtain, secure, perfect, 

                                     -8-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



maintain, defend and enforce for Yahoo's benefit all Intellectual Property 
Rights with respect to the Yahoo System and Yahoo.DE Derivative Works.

4.2    JOINT ENHANCEMENTS.  Joint Enhancement shall be jointly owned by YADE 
and Yahoo.  Any use of such Joint Enhancements other than for the Yahoo 
Service or in connection with Yahoo.DE, as appropriate, by either party shall 
require the approval of the other party, with approval shall not be 
unreasonably withheld.

4.3    LOG DATA. YADE will provide Yahoo with access to all Log Data 
containing the categories set forth in EXHIBIT E from use of Yahoo.DE via 
Yahoo's Log Data Tool as described in EXHIBIT A.  All Log Data shall be 
maintained as Confidential Information by each of YADE and Yahoo.  
Notwithstanding the foregoing, no party shall be prohibited from providing 
Log Data to any third party (on a confidential basis) for aggregation or 
analysis, or otherwise on an aggregated basis to advertisers, potential 
advertisers and other third parties in connection with the sale of 
advertising, or to third parties in connection with market research and 
similar publishing. Yahoo shall own all rights, title, and interest in and to 
any and all Log Data generated on any Yahoo Service site in the Territory, 
including Yahoo.DE; PROVIDED, HOWEVER, Yahoo shall grant to YADE a 
non-exclusive, royalty-free license to use and reproduce such Log Data for 
internal, non-commercial purposes only to Log Data generated at a Localized 
Site operated via the Internet.

                              ARTICLE 5: TRADEMARKS

5.1    ACKNOWLEDGMENT OF OWNERSHIP. YADE acknowledges that:  (i) as between 
YADE and Yahoo, Yahoo owns all right, title and interest in the Yahoo Brand 
Features; and (ii) neither YADE nor any other persons will acquire any 
ownership interest in the Yahoo Brand Features or associated goodwill by 
virtue of this Agreement or the use of the Yahoo Service or Yahoo.DE pursuant 
to this Agreement.

5.2    USAGE GUIDELINES. YADE's use of the Yahoo Brand Features shall adhere 
to the Yahoo Brand Guidelines set forth in EXHIBIT B attached hereto. In any 
event, YADE's use of the Yahoo Brand Features shall be at least of a quality 
and standard reasonably commensurate with YADE's use of its own trademarks.  
Throughout the Term of this Agreement, Yahoo shall promptly provide YADE with 
all written details of, samples of and artwork for all Yahoo Brand Features 
as required by YADE for performing its rights and obligations under this 
Agreement. YADE shall supply Yahoo with specimens of each of all promotional 
materials using the Yahoo Brand Features, all of which shall comply with the 
Yahoo Brand Guidelines and other provisions of this Agreement. YADE shall 
remedy any violation of the Yahoo Brand Guidelines or of this Agreement as 
soon as practicable following receipt of notice from Yahoo of such violation. 
 If any use of the Yahoo Brand Features by YADE fails to satisfy such quality 
standards and YADE does not promptly cure such failure, Yahoo may terminate 
YADE's right to use such Yahoo Brand Features.

5.3    NO ADVERSE CLAIM. YADE agrees that it will not at any time during or 
after this Agreement assert any claim or interest in or do anything which may 
adversely affect the validity or enforceability of any Yahoo Brand Features.  
Unless otherwise agreed to between 

                                    -9-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



the parties, YADE will not:  (i) register, seek to register, or cause to be 
registered any of the Yahoo Brand Features without Yahoo's prior written 
consent; (ii) adopt or use Yahoo Brand Features or any confusingly similar 
word or symbol as part of YADE's company name, or on or in connection with 
any of YADE's products or services; or (iii) allow Yahoo Brand Features to be 
used by others, without Yahoo's prior written consent.

                       ARTICLE 6:  CONFIDENTIAL INFORMATION

6.1    PROTECTION OF CONFIDENTIAL INFORMATION. The parties recognize that, in 
connection with the performance of this Agreement, each of them may disclose 
to the other its Confidential Information.  The party receiving any 
Confidential Information agrees to maintain the confidential status of such 
Confidential Information and not to use any such Confidential Information for 
any purpose other than the purpose for which it was originally disclosed to 
the receiving party, and not to disclose any of such Confidential Information 
to any third party.  Neither party shall disclose the other's Confidential 
Information to its employees and agents except on a need-to-know basis.

6.2    PERMITTED DISCLOSURE. The parties acknowledge and agree that each may 
disclose Confidential Information:  (i) as required by law; (ii) to their 
respective directors, officers, employees, attorneys, accountants and other 
advisors, who are under an obligation of confidentiality, on a "need-to-know" 
basis; (iii) to investors or joint venture partners, who are under an 
obligation of confidentiality, on a "need-to-know" basis; or (iv) in 
connection with disputes or litigation between the parties involving such 
Confidential Information and each party shall endeavor to limit disclosure to 
that purpose and to ensure maximum application of all appropriate judicial 
safeguards (such as placing documents under seal).  In the event a party is 
required to disclose Confidential Information as required by law, such party 
will, to the extent practicable, in advance of such disclosure, provide the 
other party with prompt notice of such requirement. Such party also agrees, 
to the extent legally permissible, to provide the other party, in advance of 
any such disclosure, with copies of any information or documents such party 
intends to disclose (and, if applicable, the text of the disclosure language 
itself) and to cooperate with the other party to the extent the other party 
may seek to limit such disclosure.

6.3    APPLICABILITY. The foregoing obligations of confidentiality shall 
apply to directors, officers, employees and representatives of the parties 
and any other person to whom the parties have delivered copies of, or 
permitted access to, such Confidential Information in connection with the 
performance of this Agreement, and each party shall advise each of the above 
of the obligations set forth in this Article 6.

6.4    THIRD PARTY CONFIDENTIAL INFORMATION. Any Confidential Information of 
a third party disclosed to either party shall be treated by YADE or Yahoo, as 
the case may be, in accordance with the terms under which such third party 
Confidential Information was disclosed; PROVIDED, HOWEVER, that the party 
disclosing such third party Confidential Information shall first notify the 
other party that such information constitutes third party Confidential 
Information and the terms applicable to such third party Confidential 
Information 

                                    -10-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



and provided further that either party may decline, in its sole discretion, 
to accept all or any portion of such third party Confidential Information.

6.5    CONFIDENTIALITY OF AGREEMENT. Except as required by law or generally 
accepted accounting principles, and except to assert its rights hereunder or 
for disclosures to its own officers, directors, employees and professional 
advisers on a  need-to-know  basis or in confidence to investors, investment 
bankers, financial institutions or other lenders or acquirers, each party 
hereto agrees that neither it nor its directors, officers, employees, 
consultants or agents shall disclose the terms of this Agreement or specific 
matters relating hereto without the prior consent of the other party, which 
consent shall not be unreasonably withheld or delayed.

6.6    FUTURE BUSINESS ACTIVITIES. This Agreement shall not limit either 
party's present and future business activities of any nature, including 
business activities which could be competitive with the other party, outside 
the scope of this Agreement, EXCEPT: (i) to the extent such activities would 
involve a breach of the confidentiality restrictions contained in this 
Section; or (ii) as otherwise expressly provided herein, including without 
limitation, the restrictive covenants of Sections 2.5 and 3.3 hereto.  
Nothing in this Agreement will be construed as a representation or agreement 
that the recipient of Confidential Information will not develop or have 
developed for it products, concepts, systems or techniques contemplated by or 
embodied in such Confidential Information, provided that such recipient does 
not violate any of its obligations under Section 6 of this Agreement in 
connection with such development.

                       ARTICLE 7:  LICENSE FEES AND PAYMENT

7.1    LICENSE FEES. YADE shall pay to Yahoo, as full and complete 
remuneration for the performance of all of Yahoo's obligations hereunder, the 
license fees that are set forth in EXHIBIT D attached hereto (the "FEES").  
All payments under this Agreement shall be made by wire transfer to an 
account designated by Yahoo, within thirty (30) days of the end of the 
quarter in which such amounts are collected by YADE, and shall be accompanied 
by a written report signed by an authorized YADE officer setting forth a 
description of transactions given rise to payments in detail sufficient to 
support calculations of the amounts paid, as well as such other similar 
information as Yahoo may reasonably request.

7.2    CURRENCY. In this Agreement, all references to currency shall be 
references to the lawful currency of the United States of America.  Any and 
all conversions shall be based on the exchange rate published in the Wall 
Street Journal on the date each payment is due.

7.3    INTEREST. Any late payment of fees made by YADE under this Agreement 
shall bear interest at the annual aggregate rate of ten percent (10%) from 
the date on which such payment was due.

7.4    TAXES. All Fees paid by YADE to Yahoo hereunder shall be inclusive of 
all excise and customs duties, costs, expenses, and other similar taxes 
imposed by any governmental authority relating to the export of the Yahoo 
Properties, and all withholding taxes that may be required by either the 
Territory or the United States governments under the relevant tax laws and 
treaties, all of which taxes shall be paid by Yahoo.  All Fees paid by YADE 
to Yahoo 

                                    -11-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



hereunder shall be exclusive of all sales, goods and services, use and other 
similar taxes imposed by any governmental authority concerning the use of the 
Yahoo Properties in accordance with this Agreement, all of which taxes shall 
be paid by Yahoo.DE

7.5    AUDITING RIGHTS. To ensure compliance with the terms of this 
Agreement, Yahoo shall have the right, at its own expense, to direct an 
independent certified public accounting firm to inspect and audit all of the 
accounting and sales books and records of YADE which are relevant to Fees 
amounts payable to Yahoo and the licenses granted by Yahoo hereunder; 
PROVIDED, HOWEVER, that:  (i) Yahoo provides fifteen (15) business days 
notice prior to such audit; (ii) any such inspection and audit shall be 
conducted during regular business hours in such a manner as not to interfere 
with normal business activities; (iii) in no event shall audits be made 
hereunder more frequently than twice (2) per calendar year; (iv) if any audit 
should disclose an underpayment by YADE, YADE shall promptly pay such amount 
to Yahoo; and (v) the cost of any audit which reveals an underpayment in 
excess of five percent (5%) of the amount owing for the reporting period in 
question shall be borne entirely by YADE.

                   ARTICLE 8:  REPRESENTATIONS AND WARRANTIES

8.1    MUTUAL REPRESENTATIONS AND WARRANTIES.  Each party represents and 
warrants to the other party that:

       (i)    such party has been duly incorporated and is validly existing 
under the laws such party is incorporated;

       (ii)   such party has the full corporate right, power and authority to 
enter into this Agreement and to perform the acts required of it hereunder;

       (iii)  the execution of this Agreement by such party, and the 
performance by such party of its obligations and duties hereunder, do not and 
will not violate any agreement to which such party is a party or by which it 
is otherwise bound;

       (iv)   when executed and delivered by such party, this Agreement will 
constitute the legal, valid and binding obligation of such party, enforceable 
against such party in accordance with its terms; and

       (v)    such party acknowledges that the other party makes no 
representations, warranties or agreements related to the subject matter 
hereof that are not expressly provided for in this Agreement.

8.2    NO ADDITIONAL WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, 
NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY 
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND 
SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES 
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

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                   [X] CONFIDENTIAL TREATMENT REQUESTED



       ARTICLE 9:  LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION

9.1    LIABILITY. EXCEPT AS PROVIDED IN SECTION 9.2, UNDER NO CIRCUMSTANCES 
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, 
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF 
THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED 
PROFITS OR LOST BUSINESS.

9.2    YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at 
its own expense, shall indemnify, defend (or at Yahoo's option and expense, 
settle) and hold YADE and its officers, directors, employees, agents, 
distributors and licensees (the "YADE INDEMNIFIED PARTY(IES)") harmless from 
and against any judgment, losses, deficiencies, damages, liabilities, costs 
and expenses (including, without limitation, reasonable attorneys' fees and 
expenses), whether required to be paid to a third party or otherwise incurred 
in connection with or arising from any claim, suit, action or proceeding 
(collectively, a "CLAIM"), incurred or suffered by a YADE Indemnified Party 
to the extent the basis of such Claim is that:  (i) the Yahoo Properties 
provided by Yahoo to YADE infringe any Intellectual Property Rights of a 
third party; (ii) Yahoo does not have the right to license the Yahoo 
Properties as set forth herein; or (iii) Yahoo has breached any of its 
duties, representations or warranties under this Agreement; PROVIDED, 
HOWEVER, that Yahoo shall have no obligation to the YADE Indemnified Parties 
pursuant to this Section unless:  (x) YADE gives Yahoo prompt written notice 
of the Claim; and (y) in the case of third party claims, Yahoo is given the 
right to control and direct the investigation, preparation, defense and 
settlement of the Claim; and YADE provides Yahoo with reasonable assistance 
in the defense or settlement thereof.  In connection with the defense of any 
such Claim, each YADE Indemnified Party may have its own counsel in 
attendance at all public interactions and substantive negotiations at its own 
cost and expense.

9.3    NO YAHOO LIABILITY. Notwithstanding the foregoing, Yahoo assumes no 
liability for infringement claims arising from:  (i) a combination of the 
Yahoo Properties or any part thereof with other Components not provided by 
Yahoo where such infringement would not have arisen from the use of the Yahoo 
Properties or portion thereof absent such combination; (ii) modification of 
the Yahoo Properties or portion thereof by anyone other than Yahoo or on its 
behalf where such infringement would not have occurred but for such 
modifications; or (iii) translation errors or inaccuracies caused, either 
directly or indirectly, by YADE.

9.4    YAHOO LIABILITY. If Yahoo receives notice of an alleged infringement 
relating to the Yahoo Properties, Yahoo, at its option and expense, shall use 
all reasonable efforts to:  (i) obtain a license at no cost to YADE 
permitting continued use of the Yahoo Properties on terms and conditions 
consistent with the rights granted to YADE hereunder; (ii) modify the 
infringing portion of the Yahoo Properties to perform its intended function 
without infringing third party rights; or (iii) provide a substitute for such 
infringing portion.  If none of the foregoing options are reasonably 
available to Yahoo, then upon written notice by Yahoo to YADE, YADE shall 
thereupon take the necessary action to discontinue further distribution of 

                                    -13-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



the Yahoo Properties to the extent that and only for so long as such use 
would be infringing.  Notwithstanding the foregoing, this Agreement shall 
remain in full force and effect in accordance with the terms hereof with 
respect to all noninfringing portions of the Yahoo Properties.

9.5    YADE INDEMNIFICATION. Subject to the limitations set forth below, 
YADE, at its own expense, shall indemnify, defend (or at YADE's option and 
expense, settle) and hold Yahoo and any Yahoo Affiliates and their officers, 
directors, employees, agents, distributors and licensees (the "YAHOO 
INDEMNIFIED PARTY(IES)") harmless from and against any judgment, losses, 
deficiencies, damages, liabilities, costs and expenses (including, without 
limitation, reasonable attorneys' fees and expenses), whether required to be 
paid to a third party or otherwise incurred in connection with or arising 
from any claim, suit, action or proceeding (collectively, a "CLAIM"), 
incurred or suffered by a Yahoo Indemnified Party to the extent the basis of 
such Claim is that:  (i) Yahoo.DE or any Local Content (to the extent 
distinct from Yahoo Properties provided by Yahoo to YADE) infringe any:  (1) 
patent; (2) copyright; (3) trade secret; or (4) trademark of a third party; 
(ii) YADE does not have the right to license the Local Content as set forth 
herein; or (iii) YADE has breached any of its duties, representations or 
warranties under this Agreement; PROVIDED, HOWEVER, that YADE shall have no 
obligation to the Yahoo Indemnified Parties pursuant to this Section unless:  
(x) Yahoo gives YADE prompt written notice of the Claim; and (y) in the case 
of third party claims, YADE is given the right to control and direct the 
investigation, preparation, defense and settlement of the Claim; and Yahoo 
provides YADE with reasonable assistance in the defense or settlement 
thereof; and PROVIDED FURTHER that if any settlement results in any ongoing 
liability to, or prejudices or detrimentally impacts Yahoo or any Yahoo 
Affiliate, and such obligation, liability, prejudice or impact can reasonably 
be expected to be material, then such settlement shall require Yahoo's 
written consent, which consent shall not be unreasonably withheld or delayed. 
In connection with the defense of any such Claim, each indemnified person 
may have its own counsel in attendance at all public interactions and 
substantive negotiations at its own cost and expense.

                               ARTICLE 10:  TERM

10.1   TERM. Unless earlier terminated as provided herein, or unless 
otherwise provided in the Joint Venture Agreement, this Agreement shall be 
effective from the Effective Date until the sooner of:  (i) the parties 
hereto mutually agree to terminate this Agreement; or (ii) termination of the 
Joint Venture Agreement.

10.2   EARLY TERMINATION. Either party may terminate this Agreement upon 
written notice in the event of (i) any material breach of any warranty, 
representation or covenant of this Agreement by the other party which remains 
uncured thirty (30) days after notice of such breach, or (ii) in the event of 
any bankruptcy, insolvency, receivership or similar proceeding of the other 
party which continues for twenty (20) days from filing.

10.3   RETURN OF INFORMATION. Within thirty (30) calendar days after the 
termination or expiration of this Agreement, each party hereto shall either 
deliver to the other, or destroy, all 

                                    -14-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



copies of any tangible Confidential Information of the other party provided 
hereunder in its possession or under its control, and shall furnish to the 
other party an affidavit signed by an officer of its company certifying that 
to the best of its knowledge, such delivery or destruction has been fully 
effected.

10.4   REMAINING PAYMENT. Within forty-five (45) calendar days of the 
expiration or termination of this Agreement, each party shall pay to the 
other party all sums, if any, due and owing as of the date of expiration or 
termination.

10.5   SURVIVAL. The respective rights and obligations of the parties under 
Sections 1, 4.1, 4.2, 4.3, 5.1, 5.3, 7.4, 10.3, 10.4, and 10.5. and Articles 
6, 8, 9, and 11 shall survive expiration or termination of this Agreement.  
No termination or expiration of this Agreement shall relieve any party for 
any liability for any breach of or liability accruing under this Agreement 
prior to termination.

                          ARTICLE 11:  MISCELLANEOUS

11.1   GOVERNING LAW; JURISDICTION. This Agreement shall be interpreted and 
construed in accordance with the laws of the State of California, and with 
the same force and effect as if fully executed and performed therein, and the 
laws of the United States of America.  Each of YADE and Yahoo hereby consents 
and submits to the personal jurisdiction of the United States and state 
courts of the State of California, and expressly agrees that the venue for 
any action arising under this Agreement shall be the appropriate court 
sitting within the Northern District of California.

11.2   AMENDMENT OR MODIFICATION. This Agreement may not be amended, modified 
or supplemented by the parties in any manner, except by an instrument in 
writing signed on behalf of each of the parties by a duly authorized officer 
or representative.

11.3   NO ASSIGNMENT. Neither party shall transfer or assign any rights or 
delegate any obligations hereunder, in whole or in part, whether voluntarily 
or by operation of law, without the prior written consent of the other party. 
Any purported transfer, assignment or delegation by either party without the 
appropriate prior written approval shall be null and void and of no force or 
effect. Notwithstanding the foregoing, without securing such prior consent, 
each party shall have the right to assign this Agreement or any of its rights 
or obligations to an Affiliate provided that such party continues to be 
liable for the performance of its obligations and either party shall have the 
right to assign this Agreement and the obligations hereunder to any successor 
of such party by way of merger or consolidation or the acquisition of 
substantially all of the business and assets of the assigning party relating 
to the Agreement.

11.4   NOTICES. Except as otherwise provided herein, any notice or other 
communication to be given hereunder shall be in writing and shall be (as 
elected by the party giving such notice):  (i) personally delivered; (ii) 
transmitted by postage prepaid registered or certified airmail, return 
receipt requested; (iii) deposited prepaid with a nationally recognized 
overnight courier service; or (iv) sent via facsimile, with a confirmation 
copy sent via first class mail.  Unless otherwise provided herein, all 
notices shall be deemed to have been duly given on:  (x) the date 

                                    -15-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



of receipt (or if delivery is refused, the date of such refusal) if delivered 
personally or by courier; or (y) three (3) days after the date of posting if 
transmitted by mail.  Either party may change its address for notice purposes 
hereof on not less than three (3) days prior notice to the other party.  
Notice hereunder shall be directed to a party at the address for such party 
which is set forth below:

       To Yahoo:        Yahoo! Inc.
                        3400 Central Expressway
                        Santa Clara, CA  95051
                        Attention:  President
                        Fax:  (408) 731-3301
                   
       Copy to:         James L. Brock
                        Venture Law Group
                        2800 Sand Hill Road
                        Menlo Park, California  94025
                        Fax:  (415) 233-8386
                   
       To YADE:         Yahoo! Deutschland
                        Riesstrasse 25,
                        Block C, 4th Floor
                        8000 Munich 50
                        Germany
                        Attention:  Managing Director
                        Fax:  [________________]
                        -----------------------------

       Copy to YADE counsel as identified or direct by YADE.

11.5   ENTIRE AGREEMENT. This Agreement represents the entire agreement of 
the parties with respect to the subject matter hereof and supersedes all 
prior and/or contemporaneous agreements and understandings, written or oral 
between the parties with respect to the subject matter hereof.

11.6   WAIVER. Any of the provisions of this Agreement may be waived by the 
party entitled to the benefit thereof.  Neither party shall be deemed, by any 
act or omission, to have waived any of its rights or remedies hereunder 
unless such waiver is in writing and signed by the waiving party, and then 
only to the extent specifically set forth in such writing.  A waiver with 
reference to one event shall not be construed as continuing or as a bar to or 
waiver of any right or remedy as to a subsequent event.

11.7   FEES AND EXPENSES. Each party shall be responsible for the payment of 
its own costs and expenses, including attorneys' fees and expenses, in 
connection with the negotiation and execution of this Agreement.

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11.8   RECOVERY OF COSTS AND EXPENSES. If either party to this Agreement 
brings an action against the other party to enforce its rights under this 
Agreement, the prevailing party shall be entitled to recover its costs and 
expenses, including without limitation, attorneys' fees and costs incurred in 
connection with such action, including any appeal of such action.

11.9   SEVERABILITY. If the application of any provision or provisions of 
this Agreement to any particular facts of circumstances shall be held to be 
invalid or unenforceable by any court of competent jurisdiction, then:  (i) 
the validity and enforceability of such provision or provisions as applied to 
any other particular facts or circumstances and the validity of other 
provisions of this Agreement shall not in any way be affected or impaired 
thereby; and (ii) such provision or provisions shall be reformed without 
further action by the parties hereto and only to the extent necessary to make 
such provision or provisions valid and enforceable when applied to such 
particular facts and circumstances.

11.10  OTHER AGREEMENTS. Neither party shall agree to any contractual 
provision or term in any agreement with any third party which contains a 
provision or term which cause such party to be in breach of or violates this 
Agreement.

11.11  NO DISCLOSURE.  Without the prior written consent of the other party, 
neither party shall, in any manner, disclose, advertise, or publish the terms 
of, or any information concerning, this Agreement; PROVIDED, HOWEVER, that 
either party may disclose such portions of this Agreement as may be required 
by law, subject to the provisions of Article 5 hereto.

11.12  NO THIRD PARTY BENEFICIARIES.  Nothing express or implied in this 
Agreement is intended to confer, nor shall anything herein confer, upon any 
person other than the parties and the respective successors or assigns of the 
parties, any rights, remedies, obligations or liabilities whatsoever.

11.13  COUNTERPARTS; FACSIMILES. This Agreement may be executed in any number 
of counterparts, each of which when so executed and delivered shall be deemed 
an original, and such counterparts together shall constitute one and the same 
instrument.  Each party shall receive a duplicate original of the counterpart 
copy or copies executed by it.  For purposes hereof, a facsimile copy of this 
Agreement, including the signature pages hereto, shall be deemed to be an 
original.  Notwithstanding the foregoing, the parties shall each deliver 
original execution copies of this Agreement to one another as soon as 
practicable following execution thereof.

       IN WITNESS WHEREOF, the parties to this Agreement by their duly 
authorized representatives have executed this Agreement as of the date first 
above written.

YAHOO! DEUTSCHLAND                 YAHOO! INC.


By:  /s/ HEATHER KILLEN            By:  /s/ TIMOTHY KOOGLE  
     --------------------------         ------------------------
     Name:  Heather Killen              Name:  Timothy Koogle
     Title:  President & CEO            Title:  President

                                    -17-

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                                  EXHIBIT A

                      YAHOO.DE TECHNICAL SPECIFICATIONS

I.     TECHNICAL SPECIFICATIONS

       Yahoo will provide HTML Tree and Search Tree data files described 
below, to YADE:  PROVIDED, HOWEVER, that Yahoo reserves the right to modify 
the structure of its HTML tree and search tree from time to time as Yahoo 
deems necessary in connection with similar modifications that are made to the 
Yahoo Internet Directory on Yahoo's principal WWW site.

              (A)   HTML TREE:  The file format of individual data files is 
in HTML format.  The hierarchical directory structure is implemented using 
UNIX file system.

              (B)   SEARCH TREE:  The search index format is a flat file text 
format that is subject to update. 

II.    TOOLS AND SEARCH ENGINE 

       Yahoo will provide to YADE the following tools for use in connection 
with Yahoo.DE  Subject to the terms and conditions of this Agreement, Yahoo 
reserves the right to add, delete and modify from this list so long as the 
service is not degraded or interrupted significantly, and Yahoo notifies YADE 
in advance and works with YADE in good faith before making any such changes.

       A.     HTTP SERVER:  A C program compiled on the hardware platform 
provided.  The initial version of HTTP software will be proprietary to Yahoo. 
Subject to the terms and conditions of this Agreement, this software may be 
replaced by third party software in the future.

       B.     SEARCH SERVER:  A C program compiled on the hardware provided.  
This software is proprietary to Yahoo.  Subject to the terms and conditions 
of this Agreement, Yahoo reserves the right to change the search engine to a 
third party software at Yahoo's discretion without notice.

       C.     CGI SCRIPTS:  These scripts are either written in C or in Perl. 
 The platforms must have Perl installed.

       D.     UTILITY SCRIPTS:  These scripts are written in Perl or similar 
shell languages.  The platform must support cron jobs and have Perl, and 
other required shell environments, installed.

       E.     LOG DATA TOOL:  This software tool, which is proprietary to 
Yahoo, is a set of CGI scripts written in Perl that summarize, analyze, and 
display summary information regarding Log Data.  Yahoo will use this tool to 
remotely access Log Data collected by YADE pursuant to this Agreement. 

                                     -i-

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                                  EXHIBIT B

                           YAHOO BRAND GUIDELINES

1.     GENERAL.  The Yahoo Brand Features may be used by YADE only in 
connection with the exercise of YADE's rights pursuant to this Agreement, and 
only with the promotion of the use of Yahoo Properties and Yahoo Products 
pursuant to the terms of this Agreement and only in a manner consistent with 
proper usage of the trademarks, trade names, service marks, service names and 
other elements that are contained.

2.     APPEARANCE OF LOGOS.  Yahoo and YADE will use their best efforts to 
ensure that the presentation of the Yahoo Brand Features shall be consistent 
with Yahoo's use of the Yahoo Brand Features on Yahoo's URLs.  YADE shall use 
the Yahoo Brand Features in a manner reasonably consistent with other key 
third party content used by YADE in connection with Yahoo.DE

3.     NOTICES.  All trademarks and service marks included in the Yahoo Brand 
Features shall be designated with "SM", "TM", "-Registered Trademark-", in 
the manner directed by Yahoo.

4.     APPEARANCE.  Promptly following the Effective Date, and from time to 
time during the Term, Yahoo shall provide YADE with written guidelines for 
the size, typeface, colors and other graphic characteristics of the Yahoo 
Brand Features, which upon delivery to YADE shall be deemed to be 
incorporated into the "Yahoo Brand Guidelines" under this Agreement.

5.     RESTRICTIONS UPON USE.  Unless otherwise mutually agreed, the Yahoo 
Brand Features shall not be presented or used by YADE:

       A.     in a manner that could be reasonably interpreted to suggest 
that any editorial content other than the Yahoo Service has been authored by, 
or represents the views or opinions of, Yahoo or any Yahoo personnel;

       B.     in a manner that is misleading, defamatory, libelous, obscene 
or otherwise objectionable, in Yahoo's reasonable opinion;

       C.     in a way that infringes, derogates, dilutes or impairs the 
rights of Yahoo in the Yahoo Brand Features; 

       D.     for the purposes of promoting the sale, license or other 
transfer for value of property or services, other than in connection with the 
promotion of the sale and use of Yahoo.DE; or

       E.     as part of a name of a product or service of a company other 
than Yahoo, except as expressly provided in this Agreement.

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6.     REMEDY.  YADE will make any changes to its use of the Yahoo Brand 
Features as are reasonably requested by Yahoo.

7.     REVISIONS.  These Guidelines may be modified as may be reasonably 
necessary at any time by Yahoo upon written notice to YADE. 

                                    -ii-

                   [X] CONFIDENTIAL TREATMENT REQUESTED



                                  EXHIBIT C

                        COMPETITIVE NAVIGATIONAL TOOLS

Competitive Navigational Tools shall include the Internet directories and 
Internet search tools including, but not limited to those listed below or 
offered by a party listed below:

[XXXX]

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                                  EXHIBIT D

                                 LICENSE FEES


License fee: [XXXX] for each year of this Agreement.

                                     -i-

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                                  EXHIBIT E

                              YAHOO.DE LOG DATA

Each time a customer accesses Yahoo.DE, Yahoo requires the following User Log 
Data from YADE:

1.     The customer's Internet protocol address;
2.     The date and time of access;
3.     A description of the page of Yahoo.DE accessed (e.g.,/Entertainment
       /Games/Video Games/)

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                                  EXHIBIT F

                             EXTENSION COUNTRIES


[XXXX]

                                     -i-

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EX-10.33

                           YAHOO! FRANCE LICENSE AGREEMENT

      This YAHOO! FRANCE LICENSE AGREEMENT (the "AGREEMENT") is entered into as
of this 1st day of November, 1996 (the "EFFECTIVE DATE") by and between:

      YAHOO! INC., a California corporation ("YAHOO") with a principal office
at 3400 Central Expressway, Santa Clara, CA  95051; and


      YAHOO! FRANCE, a corporation organized under the laws of France ("YAFR"),
with a principal office at _______________________________________; with
reference to the following:

                                       RECITALS

      The following provisions form the basis for, and are hereby made a part
of, this Agreement:

      A.     Yahoo owns, operates and distributes a leading index and directory
of Internet resources, including a hierarchical index, information indexing and
retrieval software; and

      B.     YAFR has been organized with 70% owned by Yahoo and 30% owned by
SB Holdings (Europe) Ltd., pursuant to a joint venture agreement entered into
concurrently herewith (the "JOINT VENTURE AGREEMENT"), in order to operate in
France a localized version of the Yahoo Guide, to develop related on-line
navigational services in France, and to conduct certain other businesses
relating to such activities.


                                      AGREEMENT

      NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:


                    ARTICLE I:  DEFINITIONS; RULES OF CONSTRUCTION

                         [X] CONFIDENTIAL TREATMENT REQUESTED



1.1   DEFINITIONS. For purposes of this Agreement, in addition to the
capitalized terms defined elsewhere in this Agreement, the following terms shall
have the meanings ascribed to them below:

      "AFFILIATE" shall mean any corporation, limited liability company,
partnership or other entity (collectively, an  "ENTITY" ):  (1) that is
controlled by or controls a party (collectively, a

                         [X] CONFIDENTIAL TREATMENT REQUESTED



"CONTROLLED ENTITY" ); or (2) that is controlled by or controls any such 
Controlled Entity, in each instance of clause (1) or (2) for so long as such 
control continues.  For purposes of this definition, "control" shall mean the 
possession, directly or indirectly, of power to direct or cause the direction 
of the management or policies (whether through ownership of securities or 
partnership or other ownership interests, by contract or otherwise).  Without 
limiting the foregoing, joint control of an Entity with one or more other 
persons or Entities shall be deemed to constitute control for purposes hereof.

      "COMPETITIVE NAVIGATIONAL TOOLS" shall mean any third party Internet
directory or Internet search tool that provides a comprehensive hierarchical
directory or text-based index of WWW sites, including, without limitation, those
Competitive Navigational Tools owned, operated, or offered by the companies
listed in EXHIBIT C attached hereto.  No service or tool shall be deemed to be a
"Competitive Navigational Tool" solely because it is offered by a third party
that also offers services or tools that are "Competitive Navigational Tools."

      "COMPONENTS" shall mean information, materials, products, features,
services, content, computer software, designs, artistic renderings, drawings,
sketches, characters, layouts, and the digital implementations thereof,
PROVIDED, HOWEVER, that "Components" shall not include Local Content.

      "CONFIDENTIAL INFORMATION" shall mean any information relating to or
disclosed in the course of this Agreement, which is or should be reasonably
understood to be confidential or proprietary to the disclosing party, including,
but not limited to know-how, trade secrets, log data, technical processes and
formulas, source codes, product designs, sales, cost and other unpublished
financial information, product and business plans, projections, and marketing
data.  "Confidential Information" shall not include information which:  (i) is
known to the recipient on the Effective Date directly or indirectly from a
source other than one having an obligation of confidentiality to the providing
party; (ii) hereafter becomes known (independently of disclosure by the
providing party) to the recipient directly or indirectly from a source other
than one having an obligation of confidentiality to the providing party; (iii)
becomes publicly known or otherwise ceases to be secret or confidential, except
through a breach of this Agreement by the recipient; or (iv) is or was
independently developed by the recipient without use of or reference to the
providing party's confidential information, as shown by evidence in the
recipient's possession.

      "DERIVATIVE WORK" shall mean all "derivative works" and "compilations",
within the meaning of such terms as defined in the U.S. Copyright Act (17 U.S.C.
Section 101 et seq.).

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      "INTELLECTUAL PROPERTY RIGHTS" shall mean trade secrets, patents,
copyrights, trademarks, know-how, moral rights, and similar rights of any type
under the laws of any governmental authority, domestic or foreign including all
applications and registrations relating to any of the foregoing.

      "JOINT ENHANCEMENTS" shall mean any enhancements, added functionalities,
additions, extensions or improvements to Yahoo.FR that are created or developed
jointly by YAFR, on the one hand, and Yahoo, its Affiliates (other than Yahoo!
France, Yahoo! Deutschland, or Yahoo! UK) or their agents, on the other hand,
including any Components which are jointly contributed to Yahoo.FR.

      "LAUNCH DATE" shall mean the first date on which Yahoo.FR is made
generally available to the public in the Territory.

      "LOCAL CONTENT" shall mean content, including WWW site listings, added to
Yahoo.FR by YAFR and that is:  (i) specific to the market of the Territory; and
(ii) originates in or arises from activities in the Territory.

      "LOCALIZED SITE" shall mean YAFR's WWW site(s) in the Territory of the
Yahoo Service through which the Yahoo Properties are made available to Yahoo.FR
Users.

      "LOG DATA" shall mean all data generated by an Internet server that
relates to file requests, user identification, session times and similar
available information, including information set forth by EXHIBIT E.

      "TERRITORY" shall mean France, exclusive of its territories and
protectorates.

      "WWW" shall the World Wide Web, a system for accessing and viewing text,
graphics, sound and other media via the Internet.

      "YAHOO BRAND FEATURES" shall mean Yahoo trademarks, trade names, service
marks, service names, distinct elements of the Yahoo Service Look and Feel and
all other Components specifically associated with the "Yahoo!" brand, as to
which Yahoo has established trademark, trade name or similar protectable rights,
including the name "Yahoo!" and any modifications or improvements to the
foregoing that may be created by Yahoo from time to time.


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      "YAHOO BRAND GUIDELINES" shall mean the guidelines for use of the Yahoo
Brand Features, as specifically set forth in EXHIBIT B attached hereto, as such
may be reasonably amended from time to time by Yahoo.

      "YAHOO.FR" shall mean versions of the Yahoo Service that are customized
and localized specifically for all or any portion of the market of the Territory
in any and all languages or dialects specifically relevant to the Territory.

      "YAHOO.FR DERIVATIVE WORKS" shall mean Derivative Works created from the
Yahoo Properties, including:  (i) any French customizations and translations
necessary for the customer market in the Territory, created by YAFR from Yahoo
Properties for use in Yahoo.FR; and (ii) new properties, including regional
directories and localized directories, for example a Yahoo.Paris, that are
directed to the Territory or that are necessary to build Yahoo.FR in the
Territory; PROVIDED, HOWEVER, that YAFR shall obtain prior approval from Yahoo
for any such new properties that have a scope intended to extend beyond the
market of the Territory.

      "YAHOO.FR SITE" shall mean one or more servers on which, collectively,
Yahoo.FR and the Localized Site will be made available pursuant to this
Agreement.

      "YAHOO.FR USERS" shall mean Internet-users to whom YAFR provides access
to Yahoo.FR.

      "YAHOO PRODUCTS" shall mean print publications and digital media
products, including CD ROMs, and other marketing tools derived from or
incorporating Yahoo Properties that are localized for the Territory by YAFR.

      "YAHOO PROPERTIES" shall mean collectively:  (i) the Yahoo Service,
including both the Yahoo Service Look and Feel and the Yahoo Brand Features; and
(ii) Yahoo.FR.

      "YAHOO SERVICE" shall mean, collectively, the Internet-based hierarchical
information index and retrieval product, including the related search engine,
that Yahoo makes generally available now or in the future through the WWW, and
currently located at http://www.yahoo.com, as the same may be modified,
upgraded, updated or enhanced during the Term of this Agreement; PROVIDED,
HOWEVER, that the Yahoo Service shall not include any content, software, or any
WWW-wide text-based search tool licensed, incorporated, or otherwise authorized
for use by Yahoo from a third party (UNLESS Yahoo has the right to sublicense
the same to YAFR hereunder which Yahoo shall use reasonable efforts to obtain).

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      "YAHOO SERVICE LOOK AND FEEL" shall mean the artistic renderings,
drawings, animations, sketches, characters, layouts and designs, and digital
implementations thereof which are embodied within the Yahoo Service as to which
Yahoo has established protectable rights.

      "YAHOO SOFTWARE" shall mean all computer programs, in object code form,
and related know how, that are owned or operated by Yahoo and required for the
operation, modification, maintenance and distribution (or permitted Internet
access to) the Yahoo Service, including the computer software programs described
in EXHIBIT A attached hereto; PROVIDED, HOWEVER, that the "Yahoo Software" does
not include third party software or materials that Yahoo does not have the right
to sublicense to YAFR without cost.

      "YAHOO SYSTEM" shall mean, collectively, the Yahoo Service, the Yahoo
Software, the Yahoo Brand Features, and any related documentation as Yahoo may
make available to third parties from time to time.

      1.2    RULES OF CONSTRUCTION. As used in this Agreement, neutral pronouns
and any variations thereof shall be deemed to include the feminine and masculine
and all terms used in the singular shall be deemed to include the plural, and
vice versa, as the context may require.  The words "hereof," "herein" and
"hereunder" and other words of similar import refer to this Agreement as a
whole, including any exhibits hereto, as the same may from time to time be
amended or supplemented and not to any subdivision contained in this Agreement.
The word "including" when used herein is not intended to be exclusive and means
"including, without limitation."  References herein to section, subsection,
attachment or exhibit shall refer to the appropriate section, subsection or
exhibit in or to this Agreement.  The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.  This Agreement has been
negotiated by the parties hereto and their respective counsel and shall be
fairly interpreted in accordance with its terms and without any rules of
construction relating to which party drafted the Agreement being applied in
favor of or against either party.

1.3   EXHIBITS. In the event that any Exhibits referred to in this Agreement
are not attached at the time of execution and delivery of this Agreement, the
parties agree to determine in good faith upon the content of such Exhibits
within five (5) business days following the Effective Date.

                             ARTICLE 2:  GRANT OF RIGHTS

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2.1   LICENSE TO YAHOO SERVICE PRIOR TO YAHOO.FR LAUNCH. Subject to all of the
terms and conditions of this Agreement, Yahoo hereby grants to YAFR, from the
Effective Date of this Agreement until the Launch Date, a non-exclusive (subject
to the restrictive covenant set forth in Section 2.5 hereto), royalty-bearing,
right and license to:

      (i)    use, display, perform, transmit, market, promote, and permit
yahoo.fr users to use, the yahoo service in electronic, on-line form and in the
manner described in this agreement, via the internet in the territory;

      (ii)   reproduce the yahoo service in electronic, on-line form for
internal back-up and archival purposes; and

      (iii)  use the yahoo software solely for modifying the yahoo service in
accordance with this agreement, and to reproduce the yahoo service solely for
yafr's internal use in furtherance of such modifying.

2.2   LICENSE TO YAHOO SYSTEM AND YAHOO.FR  Subject to all of the terms and
conditions of this Agreement, Yahoo hereby grants to YAFR, during the Term of
this Agreement, a non-exclusive (subject to the restrictive covenant set forth
in Section 2.5 hereto), royalty-bearing, right and license to:

      (i)    use, modify and customize the Yahoo Software and Yahoo Service
solely for the purpose of developing, creating, operating, maintaining,
marketing, promoting, distributing, and otherwise commercially exploiting
Yahoo.FR;

      (ii)   reproduce copies of the Yahoo Software solely for YAFR's internal
use in creating Yahoo.FR Derivative Works;

      (iii)  use, reproduce, display, perform, transmit, market, promote, and
permit Yahoo.FR Users to use, Yahoo.FR in on-line form and in the manner
described in this Agreement, via the Internet in the Territory;

      (iv)   use and reproduce any and Yahoo Software (in object code form
only) associated with the Yahoo Properties solely to facilitate the exploitation
of the Yahoo Properties as anticipated and described in this Agreement;

      (v)    create Yahoo.FR Derivative Works, solely for use, incorporation,
and integration in Yahoo.FR and solely as necessary for localizing Yahoo.FR for
the consumer market in the Territory, subject to the terms and limitations set
forth in Section 2.4 of  this Agreement; and

      (vi)   use, distribute, reproduce, transmit and display the Yahoo Brand
Features in connection with the exercise of YAFR's rights to Yahoo.FR;

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PROVIDED, HOWEVER, that Yahoo.FR Users' right to access and use the Yahoo
Properties shall be subject to such customary limitations and restrictions on
use and reproduction as Yahoo may impose with respect to the Yahoo Properties.

2.3   [XXXX].

2.4   NO OTHER RIGHTS.  Except as expressly provided in this Agreement, YAFR
shall:  (i) only distribute or make available Yahoo.FR in its entirety as a
complete work; PROVIDED, HOWEVER, that YAFR may omit directories, categories,
subcategories, and products that YAFR determines is irrelevant or inapplicable
to the Territory, subject to Yahoo's approval which shall not unreasonably be
withheld; (ii) subject to the provisions of Section 2.3, not distribute or make
available the Yahoo Services or Yahoo.FR other than in on-line electronic form;
and (iii) not remove any copyright, trademark, or other proprietary rights
notices from any of the Yahoo Properties or Yahoo Products.  No rights or
licenses are granted by Yahoo to YAFR except for those expressly granted in
Sections 2.1, 2.2, and 2.3 hereto.

2.5   RESTRICTIVE COVENANT.  During the Term of this Agreement, Yahoo shall
not:  (i) either directly or indirectly, grant any right or license, whether
exclusive or non-exclusive, to any person or entity to use, display, reproduce,
modify, and customize the Yahoo System for the purpose of developing, creating,
operating, maintaining, marketing, promoting, distributing, or otherwise
commercially exploiting a version of the Yahoo Service that is customized or
localized for the Territory; or (ii) modify and customize the Yahoo System for
the purpose of developing, creating, operating, maintaining, marketing,
promoting, distributing, or otherwise commercially exploiting a version of the
Yahoo Service that is customized or localized for the Territory.  Nothing
contained in this Agreement shall limit or in any way restrict Yahoo's right to
advertise or promote the Yahoo System or any Derivative Works thereof outside of
the Territory, or to advertise or promote the Yahoo System in any media that
originates outside of the Territory; PROVIDED, HOWEVER, that such advertisements
and promotions are not specifically targeted to Yahoo.FR or the market for
Yahoo.FR in the Territory.  The parties hereto further acknowledge and agree
that nothing herein shall prevent, restrict or otherwise limit the ability of
any person in the Territory from electronically accessing the Yahoo Service
maintained and operated by Yahoo, or its current or future licensees, in any
jurisdiction outside the Territory.

2.6   LICENSE GRANTED BY YAFR. Subject to all of the terms and conditions of
this Agreement, YAFR hereby grants Yahoo a non-exclusive, royalty-free,
perpetual, worldwide (EXCEPT for the Territory) license to use, reproduce,
display, perform, transmit, market, promote, and permit Yahoo Service users to
use, in any form or media, Local Content; PROVIDED, HOWEVER, that any use of the
Local Content by Yahoo in the countries identified in EXHIBIT F (the "EXTENSION
COUNTRIES") attached hereto shall be subject to prior approval by YAFR, which
approval shall not be unreasonably withheld; and PROVIDED, FURTHER, that for a
period of six

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(6) months after the Effective Date of this Agreement, Yahoo will neither:  (i)
market or promote the Local Content in the Extension Countries; nor (ii) market
or promote Derivative Works targeted specifically to the Extension Countries and
based on the Local Content, in the Extension Countries.  Subject to the
foregoing license grant, YAFR retains all right, title and interest in and to
the Local Content.

                        ARTICLE 3:  OBLIGATIONS OF THE PARTIES

3.1   YAHOO.FR CONTENT.  Yahoo.FR shall, at a minimum, contain all directories,
including categories, subcategories, and URL's, contained within the Yahoo
Service, as such service or any portion thereof may be modified, upgraded,
updated or otherwise enhanced during the Term of this Agreement.  Promptly after
the Effective Date, Yahoo shall provide to YAFR with Yahoo Properties to the
extent necessary to launch the Yahoo.FR Site and for YAFR to create Yahoo.FR
Derivative Works for incorporation into Yahoo.FR  In the event that YAFR wants
to post or incorporate any new service, content (other than Local Content), or
sponsorships on Yahoo.FR, YAFR shall obtain Yahoo's prior written consent, which
consent shall not be unreasonably withheld.

3.2   LOCAL CONTENT.  YAFR shall be solely responsible for collecting,
translating, and classifying Local Content.  YAFR may eliminate from Yahoo.FR
such Components that are unrelated to directory, index, or search functions as
YAFR deems appropriate, subject to Yahoo's prior approval, which shall not be
unreasonably withheld.

3.3   RESTRICTIVE COVENANT.  During the Term, YAFR agrees that it shall not:
(i) enter into a commercial arrangement or transaction with any person for the
customization, translation, or localization of a Competitive Navigational Tool
for the consumer market of the Territory and for use within the Territory; or
(ii) develop, commercialize, market or promote any Competitive Navigational
Tool.  Without limiting the foregoing, YAFR shall not provide any on-line
advertising that contains a direct hypertext link to any Competitive
Navigational Tool; PROVIDED, HOWEVER, that nothing herein shall prohibit
Yahoo.FR from including links contained in the Yahoo Service or such links as
may be reasonably agreed to by Yahoo.

3.4   MESSAGE BAR.  Yahoo shall have the right, upon reasonable advance notice
to YAFR, to place non-advertising Components from Yahoo directed to the global
marketplace, on the home page of Yahoo.FR for up to five (5) consecutive
days.(1)

_____________
  (1)  By way of example, but not of limitation, in the event that one of
Yahoo's directors or officers desires to send a global message to all users of
Yahoo concerning introduction of a new Yahoo Property or news relating to Yahoo
or a Yahoo Property, then such message would appear in the message bar as
contemplated under this Agreement.

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3.5   ADVERTISING REVENUE.  The parties hereto agree that all revenues and
income derived by YAFR in connection with advertising, marketing and promotional
information in Yahoo.FR, and distribution of the Yahoo Service in the Territory
pursuant to Section 2.1 hereto,  shall accrue solely to YAFR, subject to the
calculation and payment of the Fees as set out in EXHIBIT D attached hereto.
YAFR shall be solely and exclusively responsible for ensuring that all
advertising, marketing and promotional information conducted and provided by
YAFR complies with all local, federal, and other governmental laws and
regulations of the Territory that may be applicable thereto.

3.6   YAFR COVENANTS.  In addition to the representations and warranties of
Section 6.1 hereto, YAFR covenants to use its best efforts to assure that:

      (i)    the Components and Local Content which YAFR includes in or
associates with Yahoo.FR shall neither:  (a) infringe on or violate any
copyright, patent, or any other proprietary right of any third party; nor (b)
violate any applicable law, regulation or third party right;

      (ii)   YAFR's performance of this Agreement shall comply in all material
respect with, and neither contravene, breach nor infringe, any laws or
regulations of the Territory;

      (iii)  the Local Content provided by YAFR shall not contain any obscene
or defamatory materials, information, data or content, as such may be finally
determined by a court of competent jurisdiction; and

      (iv)   all translations performed by YAFR, either directly or under
YAFR's instructions, shall be accurate.

3.7   YAHOO COVENANT.  Yahoo covenants to use its commercially reasonable
efforts, in the event of a change by Yahoo of the platform or other technology
necessary for operating the Yahoo Service to a new platform or technology (the
"NEW TECHNOLOGY"), to:  (i) provide YAFR with advance notice of such technology
change; (ii) assist YAFR in managing the transition by YAFR from the current
technology to the New Technology for Yahoo.FR; and (iii) assist YAFR in
obtaining such New Technology.  Yahoo will bear reasonable start-up costs
associated with establishing the New Technology for Yahoo.FR so that Yahoo.FR
operates at essentially the same or better operating level (with respect to
speed and responsiveness of Yahoo.FR in response to a user query) that Yahoo.FR
operated prior to converting to the New Technology; PROVIDED, HOWEVER, that
on-going costs, including license fees therefor, associated with such New
Technology shall be borne solely by YAFR; PROVIDED, FURTHER, that Yahoo will use
its reasonable efforts to pass any savings or discounts it may be able to obtain
from the third party provider of the New Technology.  Nothing

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herein shall be construed as an obligation or representation by Yahoo that Yahoo
will obtain or negotiate on behalf of YAFR any license fees or other fees
associated with the New Technology.

                           ARTICLE 4:  OWNERSHIP; LOG DATA

4.1   YAHOO OWNERSHIP. Yahoo and YAFR hereby agree that all right, title and
interest in and to the Yahoo System and the Yahoo.FR Derivative Works shall be
owned exclusively by Yahoo without reservation, and that all such worldwide
ownership rights, title and interest in and to, all aspects of Yahoo.FR
(including, but not limited to all Intellectual Property Rights thereto) shall
solely vest with, and be owned by, Yahoo.  YAFR assigns any interest it may be
deemed to possess in any such Yahoo System or Yahoo.FR Derivative Works to Yahoo
and will assist Yahoo in every reasonable way, at Yahoo's expense, to obtain,
secure, perfect, maintain, defend and enforce for Yahoo's benefit all
Intellectual Property Rights with respect to the Yahoo System and Yahoo.FR
Derivative Works.

4.2   JOINT ENHANCEMENTS.  Joint Enhancement shall be jointly owned by YAFR and
Yahoo.  Any use of such Joint Enhancements other than for the Yahoo Service or
in connection with Yahoo.FR, as appropriate, by either party shall require the
approval of the other party, with approval shall not be unreasonably withheld.

4.3   LOG DATA. YAFR will provide Yahoo with access to all Log Data containing
the categories set forth in EXHIBIT E from use of Yahoo.FR via Yahoo's Log Data
Tool as described in EXHIBIT A.  All Log Data shall be maintained as
Confidential Information by each of YAFR and Yahoo.  Notwithstanding the
foregoing, no party shall be prohibited from providing Log Data to any third
party (on a confidential basis) for aggregation or analysis, or otherwise on an
aggregated basis to advertisers, potential advertisers and other third parties
in connection with the sale of advertising, or to third parties in connection
with market research and similar publishing. Yahoo shall own all rights, title,
and interest in and to any and all Log Data generated on any Yahoo Service site
in the Territory, including Yahoo.FR; PROVIDED, HOWEVER, Yahoo shall grant to
YAFR a non-exclusive, royalty-free license to use and reproduce such Log Data
for internal, non-commercial purposes only to Log Data generated at a Localized
Site operated via the Internet.

                                ARTICLE 5: TRADEMARKS

5.1   ACKNOWLEDGMENT OF OWNERSHIP. YAFR acknowledges that:  (i) as between YAFR
and Yahoo, Yahoo owns all right, title and interest in the Yahoo Brand Features;
and (ii) neither YAFR nor any other persons will acquire any ownership interest
in the Yahoo Brand Features or associated goodwill by virtue of this Agreement
or the use of the Yahoo Service or Yahoo.FR pursuant to this Agreement.

5.2   USAGE GUIDELINES. YAFR's use of the Yahoo Brand Features shall adhere to
the Yahoo Brand Guidelines set forth in EXHIBIT B attached hereto. In any event,
YAFR's use of the

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Yahoo Brand Features shall be at least of a quality and standard reasonably
commensurate with YAFR's use of its own trademarks.  Throughout the Term of this
Agreement, Yahoo shall promptly provide YAFR with all written details of,
samples of and artwork for all Yahoo Brand Features as required by YAFR for
performing its rights and obligations under this Agreement. YAFR shall supply
Yahoo with specimens of each of all promotional materials using the Yahoo Brand
Features, all of which shall comply with the Yahoo Brand Guidelines and other
provisions of this Agreement. YAFR shall remedy any violation of the Yahoo Brand
Guidelines or of this Agreement as soon as practicable following receipt of
notice from Yahoo of such violation.  If any use of the Yahoo Brand Features by
YAFR fails to satisfy such quality standards and YAFR does not promptly cure
such failure, Yahoo may terminate YAFR's right to use such Yahoo Brand Features.

5.3   NO ADVERSE CLAIM. YAFR agrees that it will not at any time during or
after this Agreement assert any claim or interest in or do anything which may
adversely affect the validity or enforceability of any Yahoo Brand Features.
Unless otherwise agreed to between the parties, YAFR will not:  (i) register,
seek to register, or cause to be registered any of the Yahoo Brand Features
without Yahoo's prior written consent; (ii) adopt or use Yahoo Brand Features or
any confusingly similar word or symbol as part of YAFR's company name, or on or
in connection with any of YAFR's products or services; or (iii) allow Yahoo
Brand Features to be used by others, without Yahoo's prior written consent.

                         ARTICLE 6:  CONFIDENTIAL INFORMATION

6.1   PROTECTION OF CONFIDENTIAL INFORMATION. The parties recognize that, in
connection with the performance of this Agreement, each of them may disclose to
the other its Confidential Information.  The party receiving any Confidential
Information agrees to maintain the confidential status of such Confidential
Information and not to use any such Confidential Information for any purpose
other than the purpose for which it was originally disclosed to the receiving
party, and not to disclose any of such Confidential Information to any third
party.  Neither party shall disclose the other's Confidential Information to its
employees and agents except on a need-to-know basis.

6.2   PERMITTED DISCLOSURE. The parties acknowledge and agree that each may
disclose Confidential Information:  (i) as required by law; (ii) to their
respective directors, officers, employees, attorneys, accountants and other
advisors, who are under an obligation of confidentiality, on a "need-to-know"
basis; (iii) to investors or joint venture partners, who are under an obligation
of confidentiality, on a "need-to-know" basis; or (iv) in connection with
disputes or litigation between the parties involving such Confidential
Information and each party shall endeavor to limit disclosure to that purpose
and to ensure maximum application of all appropriate judicial safeguards (such
as placing documents under seal).  In the event a party is required to disclose
Confidential Information as required by law, such

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party will, to the extent practicable, in advance of such disclosure, provide
the other party with prompt notice of such requirement. Such party also agrees,
to the extent legally permissible, to provide the other party, in advance of any
such disclosure, with copies of any information or documents such party intends
to disclose (and, if applicable, the text of the disclosure language itself) and
to cooperate with the other party to the extent the other party may seek to
limit such disclosure.

6.3   APPLICABILITY. The foregoing obligations of confidentiality shall apply
to directors, officers, employees and representatives of the parties and any
other person to whom the parties have delivered copies of, or permitted access
to, such Confidential Information in connection with the performance of this
Agreement, and each party shall advise each of the above of the obligations set
forth in this Article 6.

6.4   THIRD PARTY CONFIDENTIAL INFORMATION. Any Confidential Information of a
third party disclosed to either party shall be treated by YAFR or Yahoo, as the
case may be, in accordance with the terms under which such third party
Confidential Information was disclosed; PROVIDED, HOWEVER, that the party
disclosing such third party Confidential Information shall first notify the
other party that such information constitutes third party Confidential
Information and the terms applicable to such third party Confidential
Information and provided further that either party may decline, in its sole
discretion, to accept all or any portion of such third party Confidential
Information.

6.5   CONFIDENTIALITY OF AGREEMENT. Except as required by law or generally
accepted accounting principles, and except to assert its rights hereunder or for
disclosures to its own officers, directors, employees and professional advisers
on a  need-to-know  basis or in confidence to investors, investment bankers,
financial institutions or other lenders or acquirers, each party hereto agrees
that neither it nor its directors, officers, employees, consultants or agents
shall disclose the terms of this Agreement or specific matters relating hereto
without the prior consent of the other party, which consent shall not be
unreasonably withheld or delayed.

6.6   FUTURE BUSINESS ACTIVITIES. This Agreement shall not limit either party's
present and future business activities of any nature, including business
activities which could be competitive with the other party, outside the scope of
this Agreement, EXCEPT:  (i) to the extent such activities would involve a
breach of the confidentiality restrictions contained in this Section; or (ii) as
otherwise expressly provided herein, including without limitation, the
restrictive covenants of Sections 2.5 and 3.3 hereto.  Nothing in this Agreement
will be construed as a representation or agreement that the recipient of
Confidential Information will not develop or have developed for it products,
concepts, systems or techniques contemplated by or embodied in such Confidential
Information, provided that such recipient does not violate any of its
obligations under Section 6 of this Agreement in connection with such
development.

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                         ARTICLE 7:  LICENSE FEES AND PAYMENT

7.1   LICENSE FEES. YAFR shall pay to Yahoo, as full and complete remuneration
for the performance of all of Yahoo's obligations hereunder, the license fees
that are set forth in EXHIBIT D attached hereto (the "FEES").  All payments
under this Agreement shall be made by wire transfer to an account designated by
Yahoo, within thirty (30) days of the end of the quarter in which such amounts
are collected by YAFR, and shall be accompanied by a written report signed by an
authorized YAFR officer setting forth a description of transactions given rise
to payments in detail sufficient to support calculations of the amounts paid, as
well as such other similar information as Yahoo may reasonably request.

7.2   CURRENCY. In this Agreement, all references to currency shall be
references to the lawful currency of the United States of America.  Any and all
conversions shall be based on the exchange rate published in the Wall Street
Journal on the date each payment is due.

7.3   INTEREST. Any late payment of fees made by YAFR under this Agreement
shall bear interest at the annual aggregate rate of ten percent (10%) from the
date on which such payment was due.

7.4   TAXES. All Fees paid by YAFR to Yahoo hereunder shall be inclusive of all
excise and customs duties, costs, expenses, and other similar taxes imposed by
any governmental authority relating to the export of the Yahoo Properties, and
all withholding taxes that may be required by either the Territory or the United
States governments under the relevant tax laws and treaties, all of which taxes
shall be paid by Yahoo.  All Fees paid by YAFR to Yahoo hereunder shall be
exclusive of all sales, goods and services, use and other similar taxes imposed
by any governmental authority concerning the use of the Yahoo Properties in
accordance with this Agreement, all of which taxes shall be paid by Yahoo.FR

7.5   AUDITING RIGHTS. To ensure compliance with the terms of this Agreement,
Yahoo shall have the right, at its own expense, to direct an independent
certified public accounting firm to inspect and audit all of the accounting and
sales books and records of YAFR which are relevant to Fees amounts payable to
Yahoo and the licenses granted by Yahoo hereunder; PROVIDED, HOWEVER, that:  (i)
Yahoo provides fifteen (15) business days notice prior to such audit; (ii) any
such inspection and audit shall be conducted during regular business hours in
such a manner as not to interfere with normal business activities; (iii) in no
event shall audits be made hereunder more frequently than twice (2) per calendar
year; (iv) if any audit should disclose an underpayment by YAFR, YAFR shall
promptly pay such amount to Yahoo; and (v) the cost of any audit which reveals
an underpayment in excess of five percent (5%) of the amount owing for the
reporting period in question shall be borne entirely by YAFR.

                      ARTICLE 8:  REPRESENTATIONS AND WARRANTIES

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8.1   MUTUAL REPRESENTATIONS AND WARRANTIES.  Each party represents and
warrants to the other party that:

      (i)    such party has been duly incorporated and is validly existing
under the laws such party is incorporated;

      (ii)   such party has the full corporate right, power and authority to
enter into this Agreement and to perform the acts required of it hereunder;

      (iii)  the execution of this Agreement by such party, and the performance
by such party of its obligations and duties hereunder, do not and will not
violate any agreement to which such party is a party or by which it is otherwise
bound;

      (iv)   when executed and delivered by such party, this Agreement will
constitute the legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms; and

      (v)    such party acknowledges that the other party makes no
representations, warranties or agreements related to the subject matter hereof
that are not expressly provided for in this Agreement.

8.2   NO ADDITIONAL WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND
SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

           ARTICLE 9:  LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION

9.1   LIABILITY. EXCEPT AS PROVIDED IN SECTION 9.2, UNDER NO CIRCUMSTANCES
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS
AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS
OR LOST BUSINESS.

9.2   YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at
its own expense, shall indemnify, defend (or at Yahoo's option and expense,
settle) and hold YAFR and its officers, directors, employees, agents,
distributors and licensees (the "YAFR INDEMNIFIED

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PARTY(IES)") harmless from and against any judgment, losses, deficiencies,
damages, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses), whether required to be paid to a third
party or otherwise incurred in connection with or arising from any claim, suit,
action or proceeding (collectively, a "CLAIM"), incurred or suffered by a YAFR
Indemnified Party to the extent the basis of such Claim is that:  (i) the Yahoo
Properties provided by Yahoo to YAFR infringe any Intellectual Property Rights
of a third party; (ii) Yahoo does not have the right to license the Yahoo
Properties as set forth herein; or (iii) Yahoo has breached any of its duties,
representations or warranties under this Agreement; PROVIDED, HOWEVER, that
Yahoo shall have no obligation to the YAFR Indemnified Parties pursuant to this
Section unless:  (x) YAFR gives Yahoo prompt written notice of the Claim; and
(y) in the case of third party claims, Yahoo is given the right to control and
direct the investigation, preparation, defense and settlement of the Claim; and
YAFR provides Yahoo with reasonable assistance in the defense or settlement
thereof.  In connection with the defense of any such Claim, each YAFR
Indemnified Party may have its own counsel in attendance at all public
interactions and substantive negotiations at its own cost and expense.

9.3   NO YAHOO LIABILITY. Notwithstanding the foregoing, Yahoo assumes no
liability for infringement claims arising from:  (i) a combination of the Yahoo
Properties or any part thereof with other Components not provided by Yahoo where
such infringement would not have arisen from the use of the Yahoo Properties or
portion thereof absent such combination; (ii) modification of the Yahoo
Properties or portion thereof by anyone other than Yahoo or on its behalf where
such infringement would not have occurred but for such modifications; or (iii)
translation errors or inaccuracies caused, either directly or indirectly, by
YAFR.

9.4   YAHOO LIABILITY. If Yahoo receives notice of an alleged infringement
relating to the Yahoo Properties, Yahoo, at its option and expense, shall use
all reasonable efforts to:  (i) obtain a license at no cost to YAFR permitting
continued use of the Yahoo Properties on terms and conditions consistent with
the rights granted to YAFR hereunder; (ii) modify the infringing portion of the
Yahoo Properties to perform its intended function without infringing third party
rights; or (iii) provide a substitute for such infringing portion.  If none of
the foregoing options are reasonably available to Yahoo, then upon written
notice by Yahoo to YAFR, YAFR shall thereupon take the necessary action to
discontinue further distribution of the Yahoo Properties to the extent that and
only for so long as such use would be infringing.  Notwithstanding the
foregoing, this Agreement shall remain in full force and effect in accordance
with the terms hereof with respect to all noninfringing portions of the Yahoo
Properties.

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9.5   YAFR INDEMNIFICATION. Subject to the limitations set forth below, YAFR,
at its own expense, shall indemnify, defend (or at YAFR's option and expense,
settle) and hold Yahoo and any Yahoo Affiliates and their officers, directors,
employees, agents, distributors and licensees (the "YAHOO INDEMNIFIED
PARTY(IES)") harmless from and against any judgment, losses, deficiencies,
damages, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses), whether required to be paid to a third
party or otherwise incurred in connection with or arising from any claim, suit,
action or proceeding (collectively, a "CLAIM"), incurred or suffered by a Yahoo
Indemnified Party to the extent the basis of such Claim is that:  (i) Yahoo.FR
or any Local Content (to the extent distinct from Yahoo Properties provided by
Yahoo to YAFR) infringe any:  (1) patent; (2) copyright; (3) trade secret; or
(4) trademark of a third party; (ii) YAFR does not have the right to license the
Local Content as set forth herein; or (iii) YAFR has breached any of its duties,
representations or warranties under this Agreement; PROVIDED, HOWEVER, that YAFR
shall have no obligation to the Yahoo Indemnified Parties pursuant to this
Section unless:  (x) Yahoo gives YAFR prompt written notice of the Claim; and
(y) in the case of third party claims, YAFR is given the right to control and
direct the investigation, preparation, defense and settlement of the Claim; and
Yahoo provides YAFR with reasonable assistance in the defense or settlement
thereof; and PROVIDED FURTHER that if any settlement results in any ongoing
liability to, or prejudices or detrimentally impacts Yahoo or any Yahoo
Affiliate, and such obligation, liability, prejudice or impact can reasonably be
expected to be material, then such settlement shall require Yahoo's written
consent, which consent shall not be unreasonably withheld or delayed.  In
connection with the defense of any such Claim, each indemnified person may have
its own counsel in attendance at all public interactions and substantive
negotiations at its own cost and expense.

                                  ARTICLE 10:  TERM

10.1  TERM. Unless earlier terminated as provided herein, or unless otherwise
provided in the Joint Venture Agreement, this Agreement shall be effective from
the Effective Date until the sooner of:  (i) the parties hereto mutually agree
to terminate this Agreement; or (ii) termination of the Joint Venture Agreement.

10.2  EARLY TERMINATION. Either party may terminate this Agreement upon written
notice in the event of (i) any material breach of any warranty, representation
or covenant of this Agreement by the other party which remains uncured thirty
(30) days after notice of such breach, or (ii) in the event of any bankruptcy,
insolvency, receivership or similar proceeding of the other party which
continues for twenty (20) days from filing.

10.3  RETURN OF INFORMATION. Within thirty (30) calendar days after the
termination or expiration of this Agreement, each party hereto shall either
deliver to the other, or destroy, all copies of any tangible Confidential
Information of the other party provided hereunder in

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its possession or under its control, and shall furnish to the other party an
affidavit signed by an officer of its company certifying that to the best of its
knowledge, such delivery or destruction has been fully effected.

10.4  REMAINING PAYMENT. Within forty-five (45) calendar days of the expiration
or termination of this Agreement, each party shall pay to the other party all
sums, if any, due and owing as of the date of expiration or termination.

10.5  SURVIVAL. The respective rights and obligations of the parties under
Sections 1, 4.1, 4.2, 4.3, 5.1, 5.3, 7.4, 10.3, 10.4, and 10.5. and Articles 6,
8, 9, and 11 shall survive expiration or termination of this Agreement.  No
termination or expiration of this Agreement shall relieve any party for any
liability for any breach of or liability accruing under this Agreement prior to
termination.

                              ARTICLE 11:  MISCELLANEOUS

11.1  GOVERNING LAW; JURISDICTION. This Agreement shall be interpreted and
construed in accordance with the laws of the State of California, and with the
same force and effect as if fully executed and performed therein, and the laws
of the United States of America.  Each of YAFR and Yahoo hereby consents and
submits to the personal jurisdiction of the United States and state courts of
the State of California, and expressly agrees that the venue for any action
arising under this Agreement shall be the appropriate court sitting within the
Northern District of California.

11.2  AMENDMENT OR MODIFICATION. This Agreement may not be amended, modified or
supplemented by the parties in any manner, except by an instrument in writing
signed on behalf of each of the parties by a duly authorized officer or
representative.

11.3  NO ASSIGNMENT. Neither party shall transfer or assign any rights or
delegate any obligations hereunder, in whole or in part, whether voluntarily or
by operation of law, without the prior written consent of the other party.  Any
purported transfer, assignment or delegation by either party without the
appropriate prior written approval shall be null and void and of no force or
effect.  Notwithstanding the foregoing, without securing such prior consent,
each party shall have the right to assign this Agreement or any of its rights or
obligations to an Affiliate provided that such party continues to be liable for
the performance of its obligations and either party shall have the right to
assign this Agreement and the obligations hereunder to any successor of such
party by way of merger or consolidation or the acquisition of substantially all
of the business and assets of the assigning party relating to the Agreement.

11.4  NOTICES. Except as otherwise provided herein, any notice or other
communication to be given hereunder shall be in writing and shall be (as elected
by the party giving such notice):  (i) personally delivered; (ii) transmitted by
postage prepaid registered or certified airmail, return receipt requested; (iii)
deposited prepaid with a nationally recognized overnight

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courier service; or (iv) sent via facsimile, with a confirmation copy sent via
first class mail.  Unless otherwise provided herein, all notices shall be deemed
to have been duly given on:  (x) the date of receipt (or if delivery is refused,
the date of such refusal) if delivered personally or by courier; or (y) three
(3) days after the date of posting if transmitted by mail.  Either party may
change its address for notice purposes hereof on not less than three (3) days
prior notice to the other party.  Notice hereunder shall be directed to a party
at the address for such party which is set forth below:

      To Yahoo:                   Yahoo! Inc.
                                  3400 Central Expressway
                                  Santa Clara, CA  95051
                                  Attention:  President
                                  Fax:  (408) 731-3301



      Copy to:                    James L. Brock
                                  Venture Law Group
                                  2800 Sand Hill Road
                                  Menlo Park, California  94025
                                  Fax:  (415) 233-8386

      To YAFR:                    Yahoo! France
                                  4 place Marie-Jeanne Bassot
                                  92593 Levallois-Perret CEDEX
                                  France
                                  Attn:  Managing Director
                                  Fax:  [________________]
                                   _______________________

      Copy to YAFR counsel as identified or direct by YAFR.



11.5  ENTIRE AGREEMENT. This Agreement represents the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior
and/or contemporaneous agreements and understandings, written or oral between
the parties with respect to the subject matter hereof.

11.6  WAIVER. Any of the provisions of this Agreement may be waived by the
party entitled to the benefit thereof.  Neither party shall be deemed, by any
act or omission, to have waived any of its rights or remedies hereunder unless
such waiver is in writing and signed by the waiving party, and then only to the
extent specifically set forth in such writing.  A waiver with reference to one
event shall not be construed as continuing or as a bar to or waiver of any right
or remedy as to a subsequent event.

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11.7  FEES AND EXPENSES. Each party shall be responsible for the payment of its
own costs and expenses, including attorneys' fees and expenses, in connection
with the negotiation and execution of this Agreement.

11.8  RECOVERY OF COSTS AND EXPENSES. If either party to this Agreement brings
an action against the other party to enforce its rights under this Agreement,
the prevailing party shall be entitled to recover its costs and expenses,
including without limitation, attorneys' fees and costs incurred in connection
with such action, including any appeal of such action.

11.9  SEVERABILITY. If the application of any provision or provisions of this
Agreement to any particular facts of circumstances shall be held to be invalid
or unenforceable by any court of competent jurisdiction, then:  (i) the validity
and enforceability of such provision or provisions as applied to any other
particular facts or circumstances and the validity of other provisions of this
Agreement shall not in any way be affected or impaired thereby; and (ii) such
provision or provisions shall be reformed without further action by the parties
hereto and only to the extent necessary to make such provision or provisions
valid and enforceable when applied to such particular facts and circumstances.

11.10 OTHER AGREEMENTS. Neither party shall agree to any contractual provision
or term in any agreement with any third party which contains a provision or term
which cause such party to be in breach of or violates this Agreement.

11.11 NO DISCLOSURE.  Without the prior written consent of the other party,
neither party shall, in any manner, disclose, advertise, or publish the terms
of, or any information concerning, this Agreement; PROVIDED, HOWEVER, that
either party may disclose such portions of this Agreement as may be required by
law, subject to the provisions of Article 5 hereto.

11.12 NO THIRD PARTY BENEFICIARIES.  Nothing express or implied in this
Agreement is intended to confer, nor shall anything herein confer, upon any
person other than the parties and the respective successors or assigns of the
parties, any rights, remedies, obligations or liabilities whatsoever.

11.13 COUNTERPARTS; FACSIMILES. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one and the same
instrument.  Each party shall receive a duplicate original of the counterpart
copy or copies executed by it.  For purposes hereof, a facsimile copy of this
Agreement, including the signature pages hereto, shall be deemed to be an
original.  Notwithstanding the foregoing, the parties shall each deliver
original execution copies of this Agreement to one another as soon as
practicable following execution thereof.

      IN WITNESS WHEREOF, the parties to this Agreement by their duly
authorized representatives have executed this Agreement as of the date first
above written.

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YAHOO! FRANCE                          YAHOO! INC.
By:  /S/HEATHER KILLEN                 By:  /S/ TIMOTHY KOOGLE
    ---------------------                  ---------------------
Name:  Heather Killen                  Name:  Timothy Koogle
Title:  President & CEO                Title:  President




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                                      EXHIBIT A

                        YAHOO FRANCE TECHNICAL SPECIFICATIONS

I.  TECHNICAL SPECIFICATIONS

    Yahoo will provide HTML Tree and Search Tree data files described below, to
YAFR:  PROVIDED, HOWEVER, that Yahoo reserves the right to modify the structure
of its HTML tree and search tree from time to time as Yahoo deems necessary in
connection with similar modifications that are made to the Yahoo Internet
Directory on Yahoo's principal WWW site.

    (A)  HTML TREE:  The file format of individual data files is in HTML
format.  The hierarchical directory structure is implemented using UNIX file
system.

    (B)  SEARCH TREE:  The search index format is a flat file text format that
is subject to update.

II. TOOLS AND SEARCH ENGINE

    Yahoo will provide to YAFR the following tools for use in connection with
Yahoo.FR  Subject to the terms and conditions of this Agreement, Yahoo reserves
the right to add, delete and modify from this list so long as the service is not
degraded or interrupted significantly, and Yahoo notifies YAFR in advance and
works with YAFR in good faith before making any such changes.

    A.   HTTP SERVER:  A C program compiled on the hardware platform provided.
The initial version of HTTP software will be proprietary to Yahoo.  Subject to
the terms and conditions of this Agreement, this software may be replaced by
third party software in the future.

    B.   SEARCH SERVER:  A C program compiled on the hardware provided.  This
software is proprietary to Yahoo.  Subject to the terms and conditions of this
Agreement, Yahoo reserves the right to change the search engine to a third party
software at Yahoo's discretion without notice.

    C.   CGI SCRIPTS:  These scripts are either written in C or in Perl.  The
platforms must have Perl installed.

    D.   UTILITY SCRIPTS:  These scripts are written in Perl or similar shell
languages.  The platform must support cron jobs and have Perl, and other
required shell environments, installed.

    E.   LOG DATA TOOL:  This software tool, which is proprietary to Yahoo, is
a set of CGI scripts written in Perl that summarize, analyze, and display
summary information regarding Log Data.  Yahoo will use this tool to remotely
access Log Data collected by YAFR pursuant to this Agreement.


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                                      EXHIBIT B

                                YAHOO BRAND GUIDELINES

1.  GENERAL.  The Yahoo Brand Features may be used by YAFR only in connection
with the exercise of YAFR's rights pursuant to this Agreement, and only with the
promotion of the use of Yahoo Properties and Yahoo Products pursuant to the
terms of this Agreement and only in a manner consistent with proper usage of the
trademarks, trade names, service marks, service names and other elements that
are contained.

2.  APPEARANCE OF LOGOS.  Yahoo and YAFR will use their best efforts to ensure
that the presentation of the Yahoo Brand Features shall be consistent with
Yahoo's use of the Yahoo Brand Features on Yahoo's URLs.  YAFR shall use the
Yahoo Brand Features in a manner reasonably consistent with other key third
party content used by YAFR in connection with Yahoo.FR

3.  NOTICES.  All trademarks and service marks included in the Yahoo Brand
Features shall be designated with "SM", "TM", "-Registered Trademark-", in the
manner directed by Yahoo.

4.  APPEARANCE.  Promptly following the Effective Date, and from time to time
during the Term, Yahoo shall provide YAFR with written guidelines for the size,
typeface, colors and other graphic characteristics of the Yahoo Brand Features,
which upon delivery to YAFR shall be deemed to be incorporated into the "Yahoo
Brand Guidelines" under this Agreement.

5.  RESTRICTIONS UPON USE.  Unless otherwise mutually agreed, the Yahoo Brand
Features shall not be presented or used by YAFR:

    A.   in a manner that could be reasonably interpreted to suggest that any
editorial content other than the Yahoo Service has been authored by, or
represents the views or opinions of, Yahoo or any Yahoo personnel;

    B.   in a manner that is misleading, defamatory, libelous, obscene or
otherwise objectionable, in Yahoo's reasonable opinion;

    C.   in a way that infringes, derogates, dilutes or impairs the rights of
Yahoo in the Yahoo Brand Features;

    D.   for the purposes of promoting the sale, license or other transfer for
value of property or services, other than in connection with the promotion of
the sale and use of Yahoo.FR; or

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    E.   as part of a name of a product or service of a company other than
Yahoo, except as expressly provided in this Agreement.

6.  REMEDY.  YAFR will make any changes to its use of the Yahoo Brand Features
as are reasonably requested by Yahoo.

7.  REVISIONS.  These Guidelines may be modified as may be reasonably necessary
at any time by Yahoo upon written notice to YAFR.




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                                      EXHIBIT C

                            COMPETITIVE NAVIGATIONAL TOOLS



Competitive Navigational Tools shall include the Internet directories and
Internet search tools including, but not limited to those listed below or
offered by a party listed below:



[XXXX]




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                                      EXHIBIT D

                                     LICENSE FEES

License fee: [XXXX] for each year of this Agreement.


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                                      EXHIBIT E

                                YAHOO FRANCE LOG DATA

Each time a customer accesses Yahoo.FR, Yahoo requires the following User Log
Data from YAFR:


1.  The customer's Internet protocol address;
2.  The date and time of access;
3.  A description of the page of Yahoo.FR accessed
    (e.g.,/Entertainment/Games/Video Games/)



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                                      EXHIBIT F

                                 EXTENSION COUNTRIES



[XXXX]







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EX-10.34

                             SERVICES AGREEMENT

     This Services Agreement (the "Agreement") is made as of November 1, 1996 
by and between ZIFF-DAVIS UK, LTD. ("ZDUK"), a corporation organized under 
the laws of the United Kingdom and YAHOO! UK, Ltd. ("YAUK"), a corporation 
organized under the laws of the United Kingdom.
     YAUK has been organized as a joint venture between ________________, a
wholly owned subsidiary of Yahoo! Inc.("Yahoo") and SB Holdings (Europe) 
Ltd., an affiliate of ZDUK, pursuant to a joint venture agreement dated as of 
this same date (the "Joint Venture Agreement"), in order to operate in the 
United Kingdom a localized version of the Yahoo! Guide (such localized guide, 
"Yahoo UK"), to develop related on-line navigational services in the United 
Kingdom, and to conduct certain other businesses related to such activities.
     YAUK desires that ZDUK provide certain Services (the "Services") for YAUK
and ZDUK desires to provide such Services for YAUK.
     NOW, THEREFORE, in consideration of the premises and mutual covenants and
obligations set forth herein, the parties hereto agree as follows:

1.   OFFICE, FINANCIAL AND ADMINISTRATIVE SERVICES. 
     (a)  ZDUK shall provide the following Services to YAUK:
          (i)  office space for up to ten (10) employees of YAUK along with
related office services such as utilities, telecommunications equipment 
(including the costs of installment and maintenance of lines, office units 
and the PBX switch as well as an estimated amount for actual calls), general 
office supplies, mailroom services, cleaning services, maintenance services 
and general office equipment (for example, photocopiers and telefax 
machines); and

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          (ii)  financial management and other administrative support including
payroll processing, accounting, purchasing, management information, 
recruiting, other human resource and facility services.  In providing 
accounting services, ZDUK shall use its reasonable efforts to provide data 
and information to  YAUK so that YAUK's financial personnel may prepare 
reports in accordance with the European Financial Reporting Template attached 
as Exhibit A.  YAUK acknowledges that ZDUK may need a reasonable period of 
time to adjust its accounting procedures to produce reports in that form.  
ZDUK shall also provide to YAUK other similar administrative and operational 
services required to carry out YAUK's business plan that ZDUK has the 
resources to provide without unreasonable cost or burden to its own 
operations.
     (b)  YAUK shall pay ZDUK for the Services all of ZDUK's out-of-pocket
expenses to third parties incurred in connection with the Services (including 
those incurred prior to this date on behalf of YAUK).  Those expenses shall 
include actual charges for telecommunications calls (i.e., above the 
estimated amount included with the office space in Section 1(a)(i) above), 
special postage, courier service, and any other similar products or services 
provided by third parties which are individually billed to ZDUK and which are 
not included in its general charges specified above.  Commencing with the 
launch date of Yahoo UK, on September 23, 1996, YAUK shall also pay an 
allocated part of ZDUK's internal costs in providing the Services, determined 
in accordance with the allocations which ZDUK uses for its own operating 
units.  The allocations for 1996 are set forth in Schedule 1(b).  ZDUK shall 
have the right to make appropriate adjustments in Schedule 1(b) for each 
calendar year hereafter based on increases in its applicable costs.  If 
V.A.T., use or similar taxes are at any time to be required to be paid on the 

                                       -2-

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Services, they will be added to the amounts payable by YAUK pursuant to this 
Agreement.
     (c)  ZDUK shall send an itemized monthly invoice to YAUK for the Services
provided by ZDUK during the previous month and for any other charges that may 
be due by YAUK under this Agreement.  YAUK shall pay such amount within 
thirty (30) days after receipt of the invoice.  
     (d)  Prior to this date and the formation of YAUK, ZDUK has directly paid
through its payroll certain persons who have been hired on behalf of YAUK and 
who will be transferred to the YAUK payroll after YAUK's formation and 
commencement of operations.   YAUK shall reimburse ZDUK for all salary, 
payroll taxes, benefits and similar costs paid or liabilities incurred by 
ZDUK in connection with those employees.  YAUK shall also reimburse ZDUK for 
all salary, payroll taxes, benefits and similar costs for Mark Li from 
September 1, 1996, until he is transferred to YAUK's payroll and paid 
directly by YAUK. YAUK shall also reimburse ZDUK for any other out-of-pocket 
expenses incurred by ZDUK or its personnel on behalf of YAUK including, 
without limitation, travel and entertainment expenses, employee procurement 
fees and expenses and similar costs incurred since the discussion of the 
formation of YAUK began.
     (e)  YAUK acknowledges that although ZDUK shall provide purchasing
assistance, it shall be responsible for paying for all furniture and computer 
equipment and similar items principally used by its employees on ZDUK's 
premises.
     (f)  YAUK shall give ZDUK at least thirty days notice of its need for
office space for new employee.  Nothing herein shall require ZDUK to lease 
new space to accommodate YAUK personnel.
2.   PROMOTIONAL SERVICES.
     (a)  During the term of this agreement, ZDUK and YAUK shall provide each
other with the right to run a reasonable number of 

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advertisements and promotions at "house rates" in their respective 
publications and services.  For purposes of this agreement "house rates" 
shall mean 30% of the regular rate charged for a page, banner or other 
promotional or ad space.  Any production or similar out-of-pocket charges 
related to house ads shall be paid in full.  All advertising services 
provided shall be subject to the applicable rate card or other applicable 
terms and conditions of the publication or service being used.  House rates 
may not be combined with other promotional rates including  volume or 
frequency discounts or other special rate programs or  used for inserts.
     (b)  ZDUK and YAUK shall explore with other promotional activities as may
be appropriate including, for example, joint participation in marketing and 
promotional events such as trade shows.  Each party shall discuss with the 
other party in good faith (before any other comparable third party) any plans 
to incorporate editorial materials, listings, brand features and similar 
content within publications or services similar to those distributed by the 
other party, and shall allow the other a reasonable time to make a first 
offer, it being the intention to cooperate in such areas as reasonably 
practical for both parties; provided, however, that the foregoing shall not 
obligate either party to enter into any such arrangement.
3.   AD REPRESENTATIVE SERVICES.
     (a)  ZDUK has acted and shall act as the exclusive advertising
representative for Yahoo UK and any other products and services of YAUK for 
the United Kingdom, Ireland, France and Germany and other European countries 
in which ZDUK or its affiliates regularly solicit online advertising (the 
"Territory").  ZDUK shall use its reasonable efforts to sell advertising in 
the Territory and to collect amounts owed to YAUK from such advertisers.  
Although ZDUK shall use its ZDNet sales 

                                       -4-

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force to  sell ads on YAUK as well as ZDNet, ZDUK shall add an additional 
sales person above the personnel anticipated for selling ZDNET and its other 
products in light of its ad sales services for ZDUK and ZDUK shall be 
entitled to interview prospective candidates for such positions and to 
approve the person hired provided it does so promptly.  ZDUK shall use 
reasonable efforts to hire such sales person with a six month probation 
period if labor laws permit.  Although all of ZDUK sales personnel shall 
continue to be employees of ZDUK and subject to its direction, all such 
personnel shall provide the YAUK sales director with reports on sales calls 
and sales as the YAUK sales director may request (including daily reports if 
requested) in coordination with reports to ZDUK sales managers. ZDUK shall 
also have Frank Kelcz spend at least 40% of his time on ad sales services for 
YAUK. YAUK acknowledges that ZDUK has not made any representation with 
respect to the amount of advertising it may sell.  All such advertising shall 
be sold in accordance with such standard terms and conditions as YAUK may 
provide. 
     (b)  All advertising shall be subject to acceptance by YAUK and YAUK shall
accept or reject any insertion order within two business days of receipt of 
that order from ZDUK; failure to respond within that time shall be deemed 
acceptance.
     (c)  As compensation for its services, ZDUK shall be entitled to a
commission on the Net Amount collected on advertisements from the Territory 
carried by Yahoo UK and YAUK's  other products and services.  That commission 
shall be [XXXX] of the Net Amount collected from advertising up to the 
cumulative amount of advertising projected for period of ZDUK's services as 
set forth in the Business Plan attached to the Joint Venture Agreement and 
[XXXX] of the Net Amount collected from advertising above that amount.  (For 
example, if the Business Plan calls for 

                                       -5-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



[XXXX] of advertising in the first six months of this agreement and ZDUK 
sells the Net Amount of [XXXX] for that period, ZDUK shall receive 
commissions on the first [XXXX] at the rate of [XXXX] and on the remaining 
[XXXX] at the rate of [XXXX])  Net Amount means gross ad revenues, adjusted 
for ad agency commissions, discounts, billing adjustments and allowances, 
make goods, bad debt write-offs, and collection agency, attorney and other 
out-of-pocket collection fees and expenses.  ZDUK shall not be responsible 
for bad debts; it being the intention of the parties that YAUK bear the 
credit risk of its advertisers.  ZDUK shall pay to YAUK within ten days 
following the end of each month all of the amounts collected by it for 
advertising run on YAUK's products and services, less its commission and any 
out-of-pocket costs for collection agencies, attorneys, or other collection 
efforts.  At the end of each calendar quarter, ZDUK and YAUK shall review the 
Net Amount of advertising for all quarters preceding the quarter then ending 
and determine whether ZDUK shall be entitled to the [XXXX] commission on the 
Net Amount of any advertising in any prior period.
     (d)  ZDUK shall provide the ad rep services through [XXXX].  The parties
shall commence discussions about the renewal of the services for an 
additional period not later than [XXXX].  If YAUK shall not continue ZDUK's 
exclusive ad sales services beyond [XXXX]or the end of any renewal term 
thereafter (i.e., YAUK begins to sell part or all of its inventory itself or 
through a third party), YAUK shall continue to pay ZDUK commissions on all 
advertising carried by YAUK from the Territory following the effective date 
of discontinuation for which ZDUK secured orders prior to the discontinuation 
date.  In addition, notwithstanding any other provision of this agreement, in 
that event, ZDUK shall have the right to require YAUK to hire and assume all 
ongoing employment obligations to the new sales person referred to in 

                                       -6-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



3(a) above without any severance or other cost to ZDUK arising out of that 
person's employment with ZDUK.
     (e)  ZDUK may carry out its services outside of the United Kingdom and
Ireland through its affiliated companies including Ziff-Davis France, S.A. 
("ZDF") and Ziff-Davis Verlag, GmbH ("ZDV"), e.g., ZDF may sell ads in France 
for YAUK's products and services and ZDV may sell ads in Germany for YAUK's 
product and services.
     (f)  Although ZDUK's ad representation services shall be exclusive, YAUK
may have members of its internal staff assist in sales efforts provided that 
such efforts shall be coordinated with ZDUK and that all sales resulting from 
such efforts shall be commissionable to ZDUK as if its sales force had made 
such sales.
4.   TERM AND TERMINATION.
     (a)  This Agreement shall be commence as of the date set forth above and,
unless earlier terminated pursuant to paragraphs (b), (c), or (d) of this 
Section, shall continue for [XXXX] years after that date.  Upon termination, 
all rights and obligations of each party hereto shall cease as of the date of 
termination and any amounts owed by either party hereto shall be paid in full.
     (b)  This Agreement shall also terminate automatically and effective
immediately upon the earlier to occur of:
          (i)   the dissolution, termination or liquidation of ZDUK or YAUK; 
          (ii)  the appointment of a trustee in bankruptcy for ZDUK or YAUK, an
assignment of assets for the benefit of ZDUK's or YAUK's creditors or the 
adjudication of bankruptcy with respect to ZDUK or YAUK.
          (iii)  the termination of the Joint Venture Agreement.
     (c)  In the event that either party hereto shall commit any material 
breach of or default under this Agreement and such breach or default is not 
cured within thirty days after notice of 

                                       -7-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



such breach or default (if remediable), the non-defaulting or non-breaching 
party shall have the right (but not the obligation), in addition to all other 
legal and equitable remedies that may be available to such party, to 
terminate this Agreement.
     (d)  YAUK may terminate any or all of the Services described in Section 1
upon not less than ninety (90) days notice to ZDUK. At the end of such ninety
(90) days, ZDUK shall make an appropriate reduction in its allocated charges. 
To the extent YAUK wishes to terminate services upon less than 90 days notice
ZDUK shall use its reasonable efforts to end those services, reduce its costs
and therefore reduce its charges to YAUK in accordance with YAUK's schedule.
5.   DIRECTION AND CONTROL OF ZDUK'S PERSONNEL. 
     (a)  ZDUK shall have the exclusive right to direct and control its
personnel and/or any third parties providing the Services hereunder, free of 
any supervision, direction or control by YAUK (other than in respect of 
YAUK's right, as the recipient of such Services, to specify the nature of the 
Services desired to be performed).  ZDUK shall have the sole right to 
determine the conditions of employment for all ZDUK personnel providing 
Services hereunder, including without limitation, their working hours, 
employment and vacation policies, benefits, seniority, promotions and 
assignments.  ZDUK will be solely responsible for compensation of such 
personnel and for all withholding taxes, unemployment insurance, workmen's 
compensation, and any other insurance and fringe benefits with respect to 
such personnel.  ZDUK shall also have the exclusive right to hire and fire 
such personnel.  Unless YAUK shall have acted in breach of this agreement 
with respect to ZDUK's personnel, ZDUK shall be solely responsible for 
severance or amounts payable upon the termination of employment of such 
personnel or any dispute or 

                                       -8-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



claim concerning that termination and ZDUK shall indemnify, defend and hold 
YAUK and its officers and directors, harmless, from any and all claims 
brought against by ZDUK personnel relating to such termination, dispute or 
claim.
     (b)  YAUK shall not solicit the employment or hire, whether as an employee
or consultant, any employee or former employee of ZDUK or its European 
affiliates without ZDUK's (or such affiliate's) prior written consent unless 
such former employee has not worked for ZDUK or an affiliate for a period of 
six months prior to the date of hire by YAUK.
6.  LIMITATION OF LIABILITY. 
    (a)   ZDUK shall use its best efforts to provide the Services under this
agreement in a professional and timely manner; in no event, however, shall 
ZDUK be liable to YAUK for any loss, damage, claim, liability or expense of 
any kind caused directly or indirectly by any action (other than for ZDUK's 
gross negligence or willful breach of this Agreement) taken in furnishing the 
Services to be provided under this Agreement. 
    (b)   Neither ZDUK nor YAUK shall be liable to the other for any special
indirect, incidental, consequential or punitive damages, including without 
limitation, lost or imputed profits, lost savings, loss of goodwill or legal 
expenses, resulting from any cause whatsoever, whether liability is asserted 
in contract, tort or otherwise (including negligence and strict product 
liability), and regardless of the form of legal action, even if the party has 
advised or has been advised of the possibility of any such loss or damage.  
In no event shall the aggregate damages claimed by YAUK hereunder exceed the 
total fees actually paid by YAUK to ZDUK under this Agreement, regardless of 
the number or extent of such claims.
7.   CONFIDENTIALITY.  Confidential information disclosed by either party 
hereto to the other for the purposes of this 

                                       -9-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



Agreement which is clearly so identified in writing as proprietary or 
confidential or which the circumstances surrounding its disclosure indicate 
that it is confidential or proprietary shall be protected by the recipient in 
the same manner and to the same degree that the recipient protects its own 
confidential information.  Notwithstanding the foregoing, the recipient shall 
have no obligation under this Agreement with respect to any confidential 
information disclosed to it which (i) was already known to recipient at the 
time of its receipt hereunder, (ii) becomes generally available to the public 
other than by means of recipient's breach of its obligations hereunder, (iii) 
is received by recipient from a third party whose disclosure is not in breach 
of any agreement of confidentiality or (iv) is ordered to be disclosed by a 
court or other governmental body with jurisdiction over the parties hereto.
8.   FORCE MAJEURE.  ZDUK shall not be responsible for any failure or delay in
performance of its obligations under this Agreement because of circumstances 
beyond its reasonable control including, but not limited to, acts of God, 
fires, floods, wars, civil disturbances, sabotage, accidents, labor disputes 
(whether or not the employees' demands are reasonable and within the party's 
power to satisfy), governmental actions or transportation delays.
9.   NOTICES.
     (a)  Any notice required or permitted to be given under this Agreement 
shall be in writing and shall be deemed to have been sufficiently given when 
(i) hand delivered by one party to the other party at the addresses set forth 
below, (ii) deposited in the United Kingdom Mail, postage prepaid, for 
mailing by certified or registered mail, return receipt requested, or (iii) 
sent by reputable overnight courier, addressed as follows: 
      If to ZDUK, addressed to:
      Ziff-Davis UK, Ltd.

                                       -10-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



      Cottons Centre
      Hayes Lane
      London SE1 2QT
      U.K.

      Attention: Managing Director 

      with a copy to:

      Legal Department
      Ziff-Davis Publishing Company
      One Park Avenue
      New York, NY 10016
      U.S.A.

      If to YAUK, addressed to:

      Yahoo! U.K., Ltd.
      Cotton's Centre
      Hayes Lane
      London SE1 2QT
      United Kingdom
      Attention: Managing Director


                                       -11-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



      with copies to:

      Yahoo!, Inc.
      3400 Central Expwy., Suite 201
      Santa Clara, CA 95051
      Attention: Gary Valenzuela
     
      and to:
     
      Venture Law Group
      2800 Sand Hill Road
      Menlo Park, CA 94025
      Attention: James Brock, Esq.
     
or to such other address or addresses as may be specified from time to time 
in a written notice given by such party.  Notwithstanding the foregoing, 
routine instructions, requests, directions and notices dealing with day to 
day operations under this Agreement may be given in such manner to such 
persons as may be agreed by the parties hereto from time to time is 
reasonable and practicable.
10.  MISCELLANEOUS.
     (a)  This Agreement constitutes the entire agreement between the parties
hereto with respect to the provision of the Services, supersedes all previous 
oral or written negotiations, representations, undertakings and agreements 
heretofore made between the parties hereto in respect to the subject matter 
hereof and may not be amended except in writing signed by both parties.
     (b)  If any term or provision of this Agreement is held to be invalid or
unenforceable by reason of any rule of law or public policy, then this 
Agreement shall be deemed amended to delete therefrom the term or provision 
held to be invalid or unenforceable and all of the remaining terms and 
provisions of this Agreement shall remain in full force and effect.

                                       -12-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



     (c)  This Agreement shall be interpreted, construed and governed under 
and by the laws of the United Kingdom, without regard to its choice of law 
rules.
     (d)  Except as expressly set forth herein, no person not a party hereto 
shall be a third-party beneficiary of any provision of this Agreement.  
Nothing contained herein shall be construed or deemed to confer any benefit 
or right upon any third party.
     (e)  The failure of a party to insist upon strict or timely adherence to 
any term of this Agreement on any occasion shall not be construed a waiver, 
or deprive that party of the right thereafter to insist upon strict or timely 
adherence to that term or any other term of this Agreement.
     (f)  The headings in this Agreement are intended solely for the 
convenience of reference and shall be given no effect in the construction or 
interpretation of this Agreement.  No modification of this Agreement shall be 
effected by the acknowledgment or acceptance of any purchase order, 
acknowledgment or other forms containing terms or conditions at variance with 
or in addition to those set forth in this Agreement.
     (g)  Nothing herein contained shall be construed to place the parties 
hereto in the relationship of partners, joint ventures, principal and agent, 
or employer and employee.
     (h)  This Agreement may be executed in counterparts, each of which shall
constitute an original but all of which, taken together, shall constitute a 
single instrument.
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective duly authorized

                                       -13-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



officers or representatives as of the day and year first above written.

YAHOO! UK, LTD.                    ZIFF-DAVIS UK, LTD.
                         


By:  /s/ HEATHER KILLEN            By:  /s/ DAVID CRAVER     
     -------------------              -----------------------
     Name:Heather Killen              Name: David Craver
     Title:    Managing Director      Title: VP, IMG

                                       -14-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED



                                 SCHEDULE 1(b) 


1.   Space and related office services including utilities, telecommunications
     equipment, general office supplies, mailroom services, cleaning services,
     maintenance services and general office equipment shall be apportioned to
     YAUK per standard ZDUK apportionment practices which are based on employee
     head count (determined on the basis of the number of full-time or
     equivalent full-time positions). The per annum charge per full-time
     employee or equivalent for 1996 for these services is L10,900. 
          
2.   Financial management and other administrative support including payroll
     processing, accounting, purchasing and management information, recruiting,
     other human resource and facility services shall be apportioned to YAUK 
     per standard ZDUK apportionment practices which are based on employee head
     count (determined on the basis of the number of full-time or equivalent
     full-time positions).  The per annum charge per full-time employee or
     equivalent for 1996 for these services is L7,030.

                                       -15-

                      [X]  CONFIDENTIAL TREATMENT REQUESTED

EX-10.35

                              SERVICES AGREEMENT

     This Services Agreement (the "Agreement") is made as of November 1, 1996 
by and between ZIFF-DAVIS VERLAG, GmbH ("ZDV"), a corporation organized under 
the laws of Germany and YAHOO! GmbH ("YAG"), a corporation organized under 
the laws of Germany.

     YAG has been organized as a joint venture between Yahoo! Inc.("Yahoo") 
and SB Holdings (Europe) Ltd., an affiliate of ZDV, pursuant to a joint 
venture agreement dated as of this same date (the "Joint Venture Agreement"), 
in order to operate in Germany a localized version of the Yahoo! Guide (such 
localized guide, "Yahoo Deutschland"), to develop related on-line 
navigational services in Germany, and to conduct certain other businesses 
related to such activities.

     YAG desires that ZDV provide certain Services (the "Services") for YAG 
and ZDV desires to provide such Services for YAG.

     NOW, THEREFORE, in consideration of the premises and mutual covenants 
and obligations set forth herein, the parties hereto agree as follows: 

1.  OFFICE, FINANCIAL AND ADMINISTRATIVE SERVICES.

    (a)  ZDV shall provide the following Services to YAG:

         (i)  office space for up to five (5) employees of YAG along with
related office services such as utilities, telecommunications equipment
(including the costs of installment and maintenance of lines, office units and
the PBX switch as well as an estimated amount for actual calls), general office
supplies, mailroom services, cleaning services, maintenance services and general
office equipment (for example, photocopiers and telefax machines); and

         (ii) financial management and other administrative support including
payroll processing, accounting, purchasing, management information, recruiting,
other human resource and facility services.  In providing accounting services,
ZDV shall 
                                       
                     [X] CONFIDENTIAL TREATMENT REQUESTED



use its reasonable efforts to provide data and information to YAG so that 
YAG's financial personnel may prepare reports in accordance with the European 
Financial Reporting Template attached as Exhibit A.  YAG acknowledges that 
ZDV may need a reasonable period of time to adjust accounting procedures to 
produce reports in that form.  ZDV shall also provide to YAG other similar 
administrative and operational services required to carry out YAG's business 
plan that ZDV has the resources to provide without unreasonable cost or 
burden to its own operations.

     (b)  YAG shall pay ZDV for the Services all of ZDV's out-of-pocket 
expenses to third parties incurred in connection with the Services (including 
those incurred prior to this date on behalf of YAG).  Those expenses shall 
include actual charges for telecommunications calls (i.e., above the 
estimated amount included with the office space in Section 1(a)(i) above), 
special postage, courier service, and any other similar products or services 
provided by third parties which are individually billed to ZDV and which are 
not included in its general charges specified above.  Commencing with the 
launch date of Yahoo Deutschland on October 10, 1996, YAG shall also pay an 
allocated part of ZDV's internal costs in providing the Services, determined 
in accordance with the allocations which ZDV uses for its own operating 
units.  The allocations for 1996 are set forth in Schedule 1(b).  ZDV shall 
have the right to make appropriate adjustments in Schedule 1(b) for each 
calendar year hereafter based on increases in its applicable costs.  If 
V.A.T., use or similar taxes are at any time to be required to be paid on the 
Services, they will be added to the amounts payable by YAG pursuant to this 
Agreement.

     (c)  ZDV shall send an itemized monthly invoice to YAG for the Services 
provided by ZDV during the previous month and for any other charges that may 
be due by YAG under this Agreement.  

                                      -2-

                     [X] CONFIDENTIAL TREATMENT REQUESTED


YAG shall pay such amount within thirty (30) days after receipt of the invoice.

     (d)  Prior to this date and the formation of YAG, ZDV has directly paid 
through its payroll certain persons who have been hired on behalf of YAG and 
who will be transferred to the YAG payroll after YAG's formation and 
commencement of operations.   YAG shall reimburse ZDV for all salary, payroll 
taxes, benefits and similar costs paid or liabilities incurred by ZDV in 
connection with those employees.  YAG shall also reimburse ZDV for any other 
out-of-pocket expenses incurred by ZDV or its personnel on behalf of YAG 
including, without limitation, travel and entertainment expenses, employee 
procurement fees and expenses and similar costs incurred since the discussion 
of the formation of YAG began.

     (e)  YAG acknowledges that although ZDV shall provide purchasing 
assistance, it shall be responsible for paying for all furniture and computer 
equipment and similar items principally used by its employees on ZDV's 
premises.

     (f)  YAG shall give ZDV at least thirty days notice of its need for 
office space for new employee.  Nothing herein shall require ZDV to lease new 
space to accommodate YAG personnel.

2.   PROMOTIONAL SERVICES.

     (a)  During the term of this agreement, ZDV and YAG shall provide each 
other with the right to run a reasonable number of advertisements and 
promotions at "house rates" in their respective publications and services.  
For purposes of this agreement "house rates" shall mean 30% of the regular 
rate charged for a page, banner or other promotional or ad space.  Any 
production or similar out-of-pocket charges related to house ads shall be 
paid in full.  All advertising services provided shall be subject to the 
applicable rate card or other applicable terms and conditions of the 
publication or service being used.  House rates may not be combined with 
other promotional rates including 

                                      -3-

                     [X] CONFIDENTIAL TREATMENT REQUESTED


volume or frequency discounts or other special rate programs or  used for 
inserts.

     (b)  ZDV and YAG shall explore with other promotional activities as may be
appropriate including, for example, joint participation in marketing and
promotional events such as trade shows.  Each party shall discuss with the other
party in good faith (before any other comparable third party) any plans to
incorporate editorial materials, listings, brand features and similar content
within publications or services similar to those distributed by the other party,
and shall allow the other a reasonable time to make a first offer, it being the
intention to cooperate in such areas as reasonably practical for both parties;
provided, however, that the foregoing shall not obligate either party to enter
into any such arrangement.

3.   AD REPRESENTATIVE SERVICES.

     (a)  ZDV has acted and shall act as the exclusive advertising sales
representative for Yahoo Deutschland and other products and services of YAG for
the United Kingdom, Ireland, France and Germany and other European countries in
which ZDV or its affiliates regularly solicit online advertising (the
"Territory").  ZDV shall use its reasonable efforts to sell advertising in the
Territory and to collect amounts owed to YAG from such advertisers. Although ZDV
shall use its ZDNet sales force to sell ads on YAG as well as ZDNet, ZDV shall
add an additional sales person above the personnel anticipated for selling ZDNet
and its other products in light of its ad sales services for YAG and YAG shall
be entitled to interview prospective candidates for such positions and to
approve the person hired provided it does so promptly.  ZDV shall use reasonable
efforts to hire such sales person with a six month probation period if labor
laws permit.  Although all of ZDV sales personnel shall continue to be employees
of ZDV and subject to its direction, all such personnel shall provide the YAG
sales 

                                      -4-

                     [X] CONFIDENTIAL TREATMENT REQUESTED


director with reports on sales calls and sales as the YAG sales director may 
request (including daily reports if requested) in coordination with reports 
to ZDV sales managers. YAG acknowledges that ZDV has not made any 
representation with respect to the amount of advertising it may sell.  All 
such advertising shall be sold in accordance with such standard terms and 
conditions as YAG may provide. 

     (b)  All advertising shall be subject to acceptance by YAV and YAV shall 
accept or reject any insertion order within two business days of receipt of 
that order from ZDV; failure to respond within that time shall be deemed 
acceptance.

     (c)  As compensation for its services, ZDV shall be entitled to a 
commission on the Net Amount collected on advertisements from the Territory 
carried by Yahoo Deutschland and YAG's other products and services.  That 
commission shall be [XXXX] of the Net Amount collected from advertising up to 
the cumulative amount of advertising projected for period of ZDV's services 
as set forth in the Business Plan attached to the Joint Venture Agreement and 
[XXXX] of the Net Amount collected from advertising above that amount.  (For 
example, if the Business Plan calls for [XXXX] of advertising in the first 
six months of this agreement and ZDV sells the Net Amount of [XXXX] for that 
period, ZDV shall receive commissions on the first [XXXX] at the rate of 
[XXXX] and on the remaining [XXXX] at the rate of [XXXX])  Net Amount means 
gross ad revenues, adjusted for ad agency commissions, discounts, billing 
adjustments and allowances, make goods, bad debt write-offs, and collection 
agency, attorney and other out-of-pocket collection fees and expenses.  ZDV 
shall not be responsible for bad debts; it being the intention of the parties 
that YAG bear the credit risk of its advertisers.  ZDV shall pay to YAG 
within ten days following the end of each month all of the amounts collected 
by it for advertising run on YAG's products and services, less its commission 
and any out-of-pocket costs for

                                      -5-

                     [X] CONFIDENTIAL TREATMENT REQUESTED


collection agencies, attorneys or other collection efforts.  At the end of 
each calendar quarter, ZDV and YAG shall review the Net Amount of advertising 
for all quarters preceding the quarter then ending and determine whether ZDV 
shall be entitled to the [XXXX] commission on the Net Amount of any 
advertising in any prior period.

     (d)  ZDV shall provide the ad rep services through [XXXX].  The parties 
shall commence discussions about the renewal of the services for an 
additional period not later than [XXXX].  If YAG shall not continue ZDV's 
exclusive ad sales services [XXXX]or the end of any renewal term thereafter 
(i.e., YAG begins to sell part or all of its inventory itself or through a 
third party), YAG shall continue to pay ZDV commissions on all advertising 
carried by YAG from the Territory following the effective date of 
discontinuation for which ZDV secured orders prior to the discontinuation 
date. In addition, notwithstanding any other provision of this agreement, in 
that event, ZDV shall have the right to require YAG to hire and assume all 
ongoing employment obligations to the new sales person referred to in 3(a) 
above without any severance or other cost to ZDV arising out of that person's 
employment with ZDV.

     (e)  ZDV may carry out its services outside of Germany through its 
affiliated companies including Ziff-Davis France, S.A. ("ZDF") and Ziff-Davis 
UK, Ltd. ("ZDUK"), e.g., ZDF may sell ads in France for YAG's products and 
services and ZDUK may sell ads in United Kingdom and Ireland for YAG's 
products and services.

     (f)  Although ZDV's ad representation services shall be exclusive, YAG 
may have members of its internal staff assist in sales efforts provided that 
such efforts shall be coordinated with ZDV and that all sales resulting from 
such efforts shall be commissionable to ZDV as if its sales force had made 
such sales.

4.   TERM AND TERMINATION.


                                      -6-

                     [X] CONFIDENTIAL TREATMENT REQUESTED



     (a)  This Agreement shall be commence as of the date set forth above and, 
unless earlier terminated pursuant to paragraphs (b), (c), or (d) of this 
Section, shall continue for [XXXX] years after that date.  Upon termination, 
all rights and obligations of each party hereto shall cease as of the date of 
termination and any amounts owed by either party hereto shall be paid in full.

     (b)  This Agreement shall also terminate automatically and effective 
immediately upon the earlier to occur of:

          (i)   the dissolution, termination or liquidation of ZDV or YAG; 

          (ii)  the appointment of a trustee in bankruptcy for ZDV or YAG, an
assignment of assets for the benefit of ZDV's or YAG's creditors or the
adjudication of bankruptcy with respect to ZDV or YAG.

          (iii)  the termination of the Joint Venture Agreement. 

     (c)  In the event that either party hereto shall commit any material 
breach of or default under this Agreement and such breach or default is not 
cured within thirty days after notice of such breach or default (if 
remediable), the non-defaulting or non-breaching party shall have the right 
(but not the obligation), in addition to all other legal and equitable 
remedies that may be available to such party, to terminate this Agreement.

     (d)  YAG may terminate any or all of the Services described in Section 1 
upon not less than ninety (90) days notice to ZDV. At the end of such ninety 
(90) days, ZDV shall make an appropriate reduction in its allocated charges.  
To the extent YAG wishes to terminate services upon less than 90 days notice 
ZDV shall use its reasonable efforts to end those services, reduce its costs 
and therefore reduce its charges to YAG in accordance with YAG's schedule.

5.   DIRECTION AND CONTROL OF ZDV'S PERSONNEL.  


                                      -7-

                     [X] CONFIDENTIAL TREATMENT REQUESTED



     (a)  ZDV shall have the exclusive right to direct and control its 
personnel and/or any third parties providing the Services hereunder, free of 
any supervision, direction or control by YAG (other than in respect of YAG's 
right, as the recipient of such Services, to specify the nature of the 
Services desired to be performed).  ZDV shall have the sole right to 
determine the conditions of employment for all ZDV personnel providing 
Services hereunder, including without limitation, their working hours, 
employment and vacation policies, benefits, seniority, promotions and 
assignments.  ZDV will be solely responsible for compensation of such 
personnel and for all withholding taxes, unemployment insurance, workmen's 
compensation, and any other insurance and fringe benefits with respect to 
such personnel.  ZDV shall also have the exclusive right to hire and fire 
such personnel.  Unless YAG shall have acted in breach of this agreement with 
respect to ZDV's personnel, ZDV shall be solely responsible for severance or 
amounts payable upon the termination of employment of such personnel or any 
dispute or claim concerning that termination and ZDV shall indemnify, defend 
and hold YAG and its officers and directors, harmless, from any and all 
claims brought against by ZDV personnel relating to such termination, dispute 
or claim.

     (b)  YAG shall not solicit the employment or hire, whether as an 
employee or consultant, any employee or former employee of ZDV or its 
European affiliates without ZDV's (or such affiliate's) prior written consent 
unless such former employee has not worked for ZDV or an affiliate for a 
period of six months prior to the date of hire by YAG.

6.  LIMITATION OF LIABILITY. 

    (a)  ZDV shall use its best efforts to provide the Services under this
agreement in a professional and timely manner; in no event, however, shall ZDV
be liable to YAG for any loss, damage, claim, liability or expense of any kind
caused directly or indirectly by any action (other than for ZDV's gross
negligence

                                      -8-

                     [X] CONFIDENTIAL TREATMENT REQUESTED


or willful breach of this Agreement) taken in furnishing the Services to be 
provided under this Agreement. 

    (b)  Neither ZDV nor YAG shall be liable to the other for any special
indirect, incidental, consequential or punitive damages, including without
limitation, lost or imputed profits, lost savings, loss of goodwill or legal
expenses, resulting from any cause whatsoever, whether liability is asserted in
contract, tort or otherwise (including negligence and strict product liability),
and regardless of the form of legal action, even if the party has advised or has
been advised of the possibility of any such loss or damage.  In no event shall
the aggregate damages claimed by YAG hereunder exceed the total fees actually
paid by YAG to ZDV under this Agreement, regardless of the number or extent of
such claims.

7.   CONFIDENTIALITY.  Confidential information disclosed by either party 
hereto to the other for the purposes of this Agreement which is clearly so 
identified in writing as proprietary or confidential or which the 
circumstances surrounding its disclosure indicate that it is confidential or 
proprietary shall be protected by the recipient in the same manner and to the 
same degree that the recipient protects its own confidential information.  
Notwithstanding the foregoing, the recipient shall have no obligation under 
this Agreement with respect to any confidential information disclosed to it 
which (i) was already known to recipient at the time of its receipt 
hereunder, (ii) becomes generally available to the public other than by means 
of recipient's breach of its obligations hereunder, (iii) is received by 
recipient from a third party whose disclosure is not in breach of any 
agreement of confidentiality or (iv) is ordered to be disclosed by a court or 
other governmental body with jurisdiction over the parties hereto.

8.   FORCE MAJEURE.  ZDV shall not be responsible for any failure or delay in
performance of its obligations under this Agreement

                                      -9-

                     [X] CONFIDENTIAL TREATMENT REQUESTED


because of circumstances beyond its reasonable control including, but not 
limited to, acts of God, fires, floods, wars, civil disturbances, sabotage, 
accidents, labor disputes (whether or not the employees' demands are 
reasonable and within the party's power to satisfy), governmental actions or 
transportation delays.

9.   NOTICES.

     (a)  Any notice required or permitted to be given under this Agreement 
shall be in writing and shall be deemed to have been sufficiently given when 
(i) hand delivered by one party to the other party at the addresses set forth 
below, (ii) deposited in Germany Mail, postage prepaid, for mailing by 
certified or registered mail, return receipt requested, or (iii) sent by 
reputable overnight courier, addressed as follows:

     If to ZDV, addressed to:
     Ziff-Davis Verlag, GmbH
     Riesstrasse 25,
     Block C, 4th Floor
     8000 Munich 50
     Germany

     Attention: Managing Director 

     with a copy to:

     Legal Department
     Ziff-Davis Publishing Company
     One Park Avenue
     New York, NY 10016
     U.S.A.

     If to YAG, addressed to:

     Yahoo! GmbH
     Riesstrasse 25,
     Block C, 4th Floor
     8000 Munich 50
     Germany

     Attention: Managing Director

     with copies to:

                                      -10-

                     [X] CONFIDENTIAL TREATMENT REQUESTED



     Yahoo!, Inc.
     3400 Central Expwy., Suite 201
     Santa Clara, CA 95051
     Attention: Gary Valenzuela
     
     and to:
     
     Venture Law Group
     2800 Sand Hill Road
     Menlo Park, CA 94025
     Attention: James Brock, Esq.
     
or to such other address or addresses as may be specified from time to time 
in a written notice given by such party.  Notwithstanding the foregoing, 
routine instructions, requests, directions and notices dealing with day to 
day operations under this Agreement may be given in such manner to such 
persons as may be agreed by the parties hereto from time to time is 
reasonable and practicable.

10.  MISCELLANEOUS.

     (a)  This Agreement constitutes the entire agreement between the parties 
hereto with respect to the provision of the Services, supersedes all previous 
oral or written negotiations, representations, undertakings and agreements 
heretofore made between the parties hereto in respect to the subject matter 
hereof and may not be amended except in writing signed by both parties.

     (b)  If any term or provision of this Agreement is held to be invalid or 
unenforceable by reason of any rule of law or public policy, then this 
Agreement shall be deemed amended to delete therefrom the term or provision 
held to be invalid or unenforceable and all of the remaining terms and 
provisions of this Agreement shall remain in full force and effect.

     (c)  This Agreement shall be interpreted, construed and governed under 
and by the laws of Germany, without regard to its choice of law rules.

                                      -11-

                     [X] CONFIDENTIAL TREATMENT REQUESTED

     (d)  Except as expressly set forth herein, no person not a party hereto 
shall be a third-party beneficiary of any provision of this Agreement.  
Nothing contained herein shall be construed or deemed to confer any benefit 
or right upon any third party.

     (e)  The failure of a party to insist upon strict or timely adherence to 
any term of this Agreement on any occasion shall not be construed a waiver, 
or deprive that party of the right thereafter to insist upon strict or timely 
adherence to that term or any other term of this Agreement.

     (f)  The headings in this Agreement are intended solely for the 
convenience of reference and shall be given no effect in the construction or 
interpretation of this Agreement.  No modification of this Agreement shall be 
effected by the acknowledgment or acceptance of any purchase order, 
acknowledgment or other forms containing terms or conditions at variance with 
or in addition to those set forth in this Agreement.

     (g)  Nothing herein contained shall be construed to place the parties 
hereto in the relationship of partners, joint ventures, principal and agent, 
or employer and employee.

     (h)  This Agreement may be executed in counterparts, each of which shall 
constitute an original but all of which, taken together, shall constitute a 
single instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers or representatives as of
the day and year first above written.

YAHOO! GmbH                        ZIFFF-DAVIS VERLAG, GmbH
                        
By:/s/ HEATHER KILLEN              By:/s/ MICHAEL SCHARFENBERGER
   ---------------------              ---------------------------
   Name:  Heather Killen             Name: Michael Scharfenberger
   Title: Managing Director          Title: Managing Director

                                      -12-

                     [X] CONFIDENTIAL TREATMENT REQUESTED



                                  SCHEDULE 1(b) 


1.   Space and related office services including utilities, telecommunications
     equipment, general office supplies, mailroom services, cleaning services,
     maintenance services and general office equipment shall be apportioned to
     YAG per standard ZDV apportionment practices which are based on employee
     head count (determined on the basis of the number of full-time or
     equivalent full-time positions). The per annum charge per full-time
     employee or equivalent for 1996 for these services is DM30,500. 
          
2.   Financial management and other administrative support including payroll
     processing, accounting, purchasing and management information, recruiting,
     other human resource and facility services shall be apportioned to YAG per
     standard ZDV apportionment practices which are based on employee head count
     (determined on the basis of the number of full-time or equivalent full-time
     positions).  The per annum charge per full-time employee or equivalent for
     1996 for these services is DM17,175.

                              



                                       -13-
                     [X] CONFIDENTIAL TREATMENT REQUESTED

EX-10.36

                                                              EXHIBIT 10.36

                              SERVICES AGREEMENT

     This Services Agreement (the "Agreement") is made as of November 1, 1996 
by and between ZIFF-DAVIS FRANCE, S.A. ("ZDF"), a corporation organized under 
the laws of France and YAHOO! FRANCE, SARL ("YAF"), a corporation organized 
under the laws of France.

     YAF has been organized as a joint venture between Yahoo! Inc. ("Yahoo") 
and SB Holdings (Europe) Ltd., an affiliate of ZDF, pursuant to a joint 
venture agreement dated as of this same date (the "Joint Venture Agreement"), 
in order to operate in France a localized version of the Yahoo! Guide (such 
localized guide, "Yahoo France"), to develop related on-line navigational 
services in France, and to conduct certain other businesses related to such 
activities.

     YAF desires that ZDF provide certain Services (the "Services") for YAF 
and ZDF desires to provide such Services for YAF.

     NOW, THEREFORE, in consideration of the premises and mutual covenants 
and obligations set forth herein, the parties hereto agree as follows: 

1.OFFICE, FINANCIAL AND ADMINISTRATIVE SERVICES.


     (a)  ZDF shall provide the following Services to YAF:

          (i)  office space for up to five (5) employees of YAF along with
related office services such as utilities, telecommunications equipment, general
office supplies, mailroom services, cleaning services (including the costs of
installment and maintenance of lines, office units and the PBX switch as well as
an estimated amount for actual calls), maintenance services and general office
equipment (for example, photocopiers and telefax machines); and

                   [X] CONFIDENTIAL TREATMENT REQUESTED


          (ii)  financial management and other administrative support including
payroll processing, accounting, purchasing, management information, recruiting,
other human resource and facility services.  In providing accounting services,
ZDF shall use its reasonable efforts to provide data and information to YAF so
that YAF's financial personnel may prepare reports in accordance with the
European Financial Reporting Template attached as Exhibit A.  YAF acknowledges
that ZDF may need a reasonable period of time to adjust accounting procedures to
produce reports in that form.   ZDF shall also provide to YAF other similar
administrative and operational services required to carry out YAF's business
plan that ZDF has the resources to provide without unreasonable cost or burden
to its own operations.

     (b)  YAF shall pay ZDF for the Services all of ZDF's out-of-pocket expenses
to third parties incurred in connection with the Services (including those
incurred prior to this date on behalf of YAF).  Those expenses shall include
actual charges for telecommunications calls (i.e., above the estimated amount
included with the office space in Section 1(a) (i) above), special postage,
courier service, and any other similar products or services provided by third
parties which are individually billed to ZDF and which are not included in its
general charges specified above.  Commencing with the launch date of Yahoo
France on October 21, 1996, YAF shall also pay an allocated part of ZDF's
internal costs in providing the Services, determined in accordance with the
allocations which ZDF uses for its own operating units.  The allocations for
1996 are set forth in Schedule 1 (b).  ZDF shall have the right to make
appropriate adjustments in Schedule 1 (b) for each calendar year hereafter based
on increases in its applicable costs.  If V.A.T., use or similar taxes are at
any time to be required to be paid on the 

                                  -2-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


Services, they will be added to the amounts payable by YAF pursuant to this 
Agreement.

     (c)  ZDF shall send an itemized monthly invoice to YAF for the Services
provided by ZDF during the previous month and for any other charges that may be
due by YAF under this Agreement.  YAF shall pay such amount within thirty (30)
days after receipt of the invoice.  

     (d)  Prior to this date and the formation of YAF, ZDF has directly paid
through its payroll certain persons who have been hired on behalf of YAF and who
will be transferred to the YAF payroll after YAF's formation and commencement of
operations.   YAF shall reimburse ZDF for all salary, payroll taxes, benefits
and similar costs paid or liabilities incurred by ZDF in connection with those
employees.  YAF shall also reimburse ZDF for all salary, payroll taxes, benefits
and similar costs for Heather Killen from September 1, 1996, until she is
transferred to YAF's payroll and paid directly by YAF. YAF shall also reimburse
ZDF for any other out-of-pocket expenses incurred by ZDF or its personnel on
behalf of YAF including, without limitation, travel and entertainment expenses,
employee procurement fees and expenses and similar costs incurred since the
discussion of the formation of YAF began.

     (e)  YAF acknowledges that although ZDF shall provide purchasing
assistance, it shall be responsible for paying for all furniture and computer
equipment and similar items principally used by its employees on ZDF's premises.

     (f)  YAF shall give ZDF at least thirty days notice of its need for office
space for new employee.  Nothing herein shall require ZDF to lease new space to
accommodate YAF personnel.

2.   PROMOTIONAL SERVICES.

     (a)  During the term of this agreement, ZDF and YAF shall provide each
other with the right to run a reasonable number of 

                                  -3-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


advertisements and promotions at "house rates" in their respective publications 
and services.  For purposes of this agreement "house rates" shall mean 30% of 
the regular rate charged for a page, banner or other promotional or ad space.
Any production or similar out-of-pocket charges related to house ads shall be 
paid in full.  All advertising services provided shall be subject to the 
applicable rate card or other applicable terms and conditions of the publication
or service being used.  House rates may not be combined with other promotional 
rates including volume or frequency discounts or other special rate programs or 
used for inserts.

     (b)  ZDF and YAF shall explore with other promotional activities as may be
appropriate including, for example, joint participation in marketing and
promotional events such as trade shows.  Each party shall discuss with the other
party in good faith (before any other comparable third party) any plans to
incorporate editorial materials, listings, brand features and similar content
within publications or services similar to those distributed by the other party,
and shall allow the other a reasonable time to make a first offer, it being the
intention to cooperate in such areas as reasonably practical for both parties;
provided, however, that the foregoing shall not obligate either party to enter
into any such arrangement.

3.   AD REPRESENTATIVE SERVICES.

     (a)  ZDF has acted and shall act as the exclusive advertising sale 
representative for Yahoo France and any other products and services of YAF 
for the United Kingdom, Ireland, France and Germany and other European 
countries in which ZDF or its affiliates regularly solicit online advertising 
(the "Territory").  ZDF shall use its reasonable efforts to sell advertising 
in the Territory and to collect amounts owed to YAF from such advertisers.  
Although ZDF shall use its ZDNet sales 

                                  -4-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


force to sell ads on YAF as well as ZDNet, ZDF has added an additional sales 
person in light of its ad sales services for YAF. Although all of ZDF sales 
personnel shall continue to be employees of ZDF and subject to its direction, 
all such personnel shall provide the YAF sales director with reports on sales 
calls and sales as the YAF sales director may request (including daily 
reports if requested) in coordination with reports to ZDF sales managers. YAF 
acknowledges that ZDF has not made any representation with respect to the 
amount of advertising it may sell.  All such advertising shall be sold in 
accordance with such standard terms and conditions as YAF may provide. 

     (b)  All advertising shall be subject to acceptance by YAF and YAF shall 
accept or reject any insertion order within two business days of receipt of 
that order from ZDF; failure to respond within that time shall be deemed 
acceptance.

     (c)  As compensation for its services, ZDF shall be entitled to a 
commission on the Net Amount collected on advertisements from the Territory 
carried by Yahoo France and YAF's other products and services.  That 
commission shall be [XXXX] of the Net Amount collected from the advertising 
billed in each month up to the cumulative amount of advertising projected for 
the period ending with that month set forth in the Business Plan attached to 
the Joint Venture Agreement and [XXXX] of the Net Amount collected from 
advertising above that amount. (For example, if the Business Plan calls for 
FF1, [XXXX] of advertising in the first six months of this agreement and ZDF 
sells the Net Amount of [XXXX]for that period, ZDF shall receive commissions 
on the first [XXXX] at the rate of [XXXX] and on the remaining [XXXX] at the 
rate of [XXXX].  Net Amount means gross ad revenues, adjusted for ad agency 
commissions, discounts, billing adjustments and allowances, make goods, bad 
debt write-offs, and collection agency, attorney and other out-of-pocket 
collection fees and 

                                  -5-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


expenses.  ZDF shall not be responsible for bad debts; it being the intention 
of the parties that YAF bear the credit risk of its advertisers. ZDF shall 
pay to YAF within ten days following the end of each month all of the amounts 
collected by it for advertising run on YAF's products and services, less its 
commission and any out-of-pocket costs for collection agencies, attorneys or 
other collection efforts. At the end of each calendar quarter, ZDF and YAF 
shall review the Net Amount of advertising for all quarters preceding the 
quarter then ending and determine whether ZDF shall be entitled to the [XXXX] 
commission on the Net Amount of any advertising in any prior period.

     (d)  ZDF shall provide the ad rep services through [XXXX].  The parties 
shall commence discussions about the renewal of the services for an 
additional period not later than [XXXX].  If YAF shall not continue ZDF's 
exclusive ad sales services beyond [XXXX] or the end of any renewal term 
thereafter (i.e., YAF begins to sell part or all of its inventory itself or 
through a third party), YAF shall continue to pay ZDF commissions on all 
advertising carried by YAF from the Territory following the effective date of 
discontinuation for which ZDF secured orders prior to the discontinuation 
date. In addition, notwithstanding any other provision of this agreement, in 
that event, ZDF shall have the right to require YAF to hire and assume all 
ongoing employment obligations to the new sales person referred to in 3(a) 
above without any severance or other cost to ZDF arising out of that person's 
employment with ZDF.

     (e)  ZDF may carry out its services outside of France through its 
affiliated companies including Ziff-Davis Verlag, GmbH ("ZDV") and Ziff-Davis 
UK, Ltd. ("ZDUK"), e.g., ZDV may sell ads in Germany for YAF's products and 
services and may sell ads 

                                  -6-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


in the United Kingdom and Ireland for YAF's products and services.

     (f)  Although ZDF's ad representation services shall be exclusive, YAF may
have members of its internal staff assist in sales efforts provided that such
efforts shall be coordinated with ZDF and that all sales resulting from such
efforts shall be commissionable to ZDF as if its sales force had made such
sales.

4.   TERM AND TERMINATION.

     (a) This Agreement shall be effective as of the date set forth above and,
unless earlier terminated pursuant to paragraphs (b), (c), or (d) of this
Section, shall continue for [XXXX] years after that date.  Upon termination, all
rights and obligations of each party hereto shall cease as of the date of
termination and any amounts owed by either party hereto shall be paid in full.

     (b) This Agreement shall also terminate automatically and effective
immediately upon the earlier to occur of:

         (i) the dissolution, termination or liquidation of ZDF or YAF; 

         (ii) the appointment of a trustee in bankruptcy for ZDF or YAF, an
assignment of assets for the benefit of ZDF's or YAF's creditors or the
adjudication of bankruptcy with respect to ZDF or YAF.

         (iii) the termination of the Joint Venture Agreement. 

     (c) In the event that either party hereto shall commit any material breach 
of or default under this Agreement and such breach or default is not cured 
within thirty days after notice of such breach or default (if remediable), the 
non-defaulting or non-breaching party shall have the right (but not the 
obligation), in addition to all other legal and equitable remedies that may be 
available to such party, to terminate this Agreement.
     
                                  -7-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


     (d) YAF may terminate any or all of the Services described in Section 1 
upon not less than ninety (90) days notice to ZDF. At the end of such ninety 
(90) days, ZDF shall make an appropriate reduction in its allocated charges.  
To the extent YAF wishes to terminate services upon less than 90 days notice ZDF
shall use its reasonable efforts to end those services, reduce its costs and 
therefore reduce its charges to YAF in accordance with YAF's schedule.

5.   DIRECTION AND CONTROL OF ZDF'S PERSONNEL.  

     (a)  ZDF shall have the exclusive right to direct and control its personnel
and/or any third parties providing the Services hereunder, free of any
supervision, direction or control by YAF (other than in respect of YAF's right,
as the recipient of such Services, to specify the nature of the Services desired
to be performed).  ZDF shall have the sole right to determine the conditions of
employment for all ZDF personnel providing Services hereunder, including without
limitation, their working hours, employment and vacation policies, benefits,
seniority, promotions and assignments.  ZDF will be solely responsible for
compensation of such personnel and for all withholding taxes, unemployment
insurance, workmen's compensation, and any other insurance and fringe benefits
with respect to such personnel.  ZDF shall also have the exclusive right to hire
and fire such personnel.  Unless YAF shall have acted in breach of this
agreement with respect to ZDF's personnel, ZDF shall be solely responsible for
severance or amounts payable upon the termination of employment of such
personnel or any dispute or claim concerning that termination and ZDF shall
indemnify, defend and hold YAF and its officers and directors, harmless, from
any and all claims brought against by ZDF personnel relating to such
termination, dispute or claims.

                                  -8-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


and ZDF shall indemnify, defend and hold YAF and its officers and directors,
harmless, from any and all claims brought against by ZDF personnel relating to
such termination, dispute or claim.

     (b)  YAF shall not solicit the employment or hire, whether as an employee
or consultant, any employee or former employee of ZDF or its European affiliates
without ZDF's (or such affiliate's) prior written consent unless such former
employee has not worked for ZDF or an affiliate for a period of six months prior
to the date of hire by YAF.

6.  LIMITATION OF LIABILITY. 

     (a)  ZDF shall use its best efforts to provide the Services under this
agreement in a professional and timely manner; in no event, however, shall ZDF
be liable to YAF for any loss, damage, claim, liability or expense of any kind
caused directly or indirectly by any action (other than for ZDF's gross
negligence or willful breach of this Agreement) taken in furnishing the Services
to be provided under this Agreement. 

     (b)  Neither ZDF nor YAF shall be liable to the other for any special
indirect, incidental, consequential or punitive damages, including without
limitation, lost or imputed profits, lost savings, loss of goodwill or legal
expenses, resulting from any cause whatsoever, whether liability is asserted in
contract, tort or otherwise (including negligence and strict product liability),
and regardless of the form of legal action, even if the party has advised or has
been advised of the possibility of any such loss or damage.  In no event shall
the aggregate damages claimed by YAF hereunder exceed the total fees actually
paid by YAF to ZDF under this Agreement, regardless of the number or extent of
such claims.

7.   CONFIDENTIALITY.  Confidential information disclosed by either party hereto
to the other for the purposes of this Agreement which is clearly so identified
in writing as 

                                  -9-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


proprietary or confidential or which the circumstances surrounding its 
disclosure indicate that it is confidential or proprietary shall be protected by
the recipient in the same manner and to the same degree that the recipient 
protects its own confidential information.  Notwithstanding the foregoing, the 
recipient shall have no obligation under this Agreement with respect to any 
confidential information disclosed to it which (i) was already known to 
recipient at the time of its receipt hereunder, (ii) becomes generally available
to the public other than by means of recipient's breach of its obligations 
hereunder, (iii) is received by recipient from a third party whose disclosure is
not in breach of any agreement of confidentiality or (iv) is ordered to be 
disclosed by a court or other governmental body with jurisdiction over the 
parties hereto. 

8.   FORCE MAJEURE.  ZDF shall not be responsible for any failure or delay in
performance of its obligations under this Agreement because of circumstances
beyond its reasonable control including, but not limited to, acts of God, fires,
floods, wars, civil disturbances, sabotage, accidents, labor disputes (whether
or not the employees' demands are reasonable and within the party's power to
satisfy), governmental actions or transportation delays.

9.   NOTICES.

     (a)  Any notice required or permitted to be given under this Agreement 
shall be in writing and shall be deemed to have been sufficiently given when 
(i) hand delivered by one party to the other party at the addresses set forth 
below, (ii) deposited in France Mail, postage prepaid, for mailing by certified 
or registered mail, return receipt requested, or (iii) sent by reputable 
overnight courier, addressed as follows:

If to ZDF, addressed to:

Ziff-Davis France, S.A.
4 place Marie-Jeanne Bassot

                                  -10-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


92593 Levallois-Perret CEDEX
France
Attention: Managing Director 

with a copy to:

Legal Department
Ziff-Davis Publishing Company
One Park Avenue
New York, NY 10016
U.S.A.

If to YAF, addressed to:

Yahoo! France, SARL
4 place Marie-Jeanne Bassot
92593 Levallois-Perret CEDEX
France
Attention: Managing Director

with copies to:

Yahoo!, Inc.
3400 Central Expwy., Suite 201
Santa Clara, CA 95051
Attention: Gary Valenzuela

                                  -11-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


     and to:

     Venture Law Group
     2800 Sand Hill Road
     Menlo Park, CA 94025
     Attention: James Brock, Esq.

or to such other address or addresses as may be specified from time to time in a
written notice given by such party.  Notwithstanding the foregoing, routine
instructions, requests, directions and notices dealing with day to day
operations under this Agreement may be given in such manner to such persons as
may be agreed by the parties hereto from time to time is reasonable and
practicable.

10.  MISCELLANEOUS.

     (a)  This Agreement constitutes the entire agreement between the parties
hereto with respect to the provision of the Services, supersedes all previous
oral or written negotiations, representations, undertakings and agreements
heretofore made between the parties hereto in respect to the subject matter
hereof and may not be amended except in writing signed by both parties.

     (b)  If any term or provision of this Agreement is held to be invalid or
unenforceable by reason of any rule of law or public policy, then this Agreement
shall be deemed amended to delete therefrom the term or provision held to be
invalid or unenforceable and all of the remaining terms and provisions of this
Agreement shall remain in full force and effect.

     (c)  This Agreement shall be interpreted, construed and governed under and 
by the laws of France, without regard to its choice of law rules.

     (d)  Except as expressly set forth herein, no person not a party hereto 
shall be a third-party beneficiary of any provision 

                                  -12-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


of this Agreement.  Nothing contained herein shall be construed or deemed to 
confer any benefit or right upon any third party.

     (e)  The failure of a party to insist upon strict or timely adherence to 
any term of this Agreement on any occasion shall not be construed a waiver, or
deprive that party of the right thereafter to insist upon strict or timely
adherence to that term or any other term of this Agreement.

     (f)  The headings in this Agreement are intended solely for the convenience
of reference and shall be given no effect in the construction or interpretation 
of this Agreement.  No modification of this Agreement shall be effected by the
acknowledgment or acceptance of any purchase order, acknowledgment or other
forms containing terms or conditions at variance with or in addition to those
set forth in this Agreement.

     (g)  Nothing herein contained shall be construed to place the parties 
hereto in the relationship of partners, joint ventures, principal and agent, or
employer and employee.

     (h)  This Agreement may be executed in counterparts, each of which shall
constitute an original but all of which, taken together, shall constitute a
single instrument.

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective duly authorized officers or representatives
as of the day and year first above written.

YAHOO! FRANCE, SARL                ZIFF-DAVIS FRANCE, S.A.

BY:/s/ HEATHER KILLEN              By:/s/ ALAIN RANCHOUX         
   -------------------------          ---------------------------
   Name:  Heather Killen              Name:  Alain Ranchoux
   Title: Managing Director           Title: Managing Director

                                  -13-

                   [X] CONFIDENTIAL TREATMENT REQUESTED


                                  SCHEDULE 1(b) 


1.   Space and related office services including utilities, telecommunications
     equipment, general office supplies, mailroom services, cleaning services,
     maintenance services and general office equipment shall be apportioned to
     YAF per standard ZDF apportionment practices which are based on employee
     head count (determined on the basis of the number of full-time or
     equivalent full-time positions). The per annum charge per full-time
     employee or equivalent for 1996 for these services is FF58,300. 
          
2.   Financial management and other administrative support including payroll
     processing, accounting, purchasing and management information, recruiting,
     other human resource and facility services shall be apportioned to YAF per
     standard ZDF apportionment practices which are based on employee head count
     (determined on the basis of the number of full-time or equivalent full-time
     positions).  The per annum charge per full-time employee or equivalent for
     1996 for these services is FF71,600.

                              
                                  -14-

                   [X] CONFIDENTIAL TREATMENT REQUESTED

EX-10.37

                       NETSCAPE COMMUNICATIONS CORPORATION
                             CO-MARKETING AGREEMENT

This Co-Marketing Agreement ("AGREEMENT"), entered into by and between Netscape
Communications Corporation ("NETSCAPE"), a Delaware corporation located at 501
East Middlefield Road, Mountain View, California 94043, and Yahoo! Inc.
("YAHOO"), a California corporation with its principal place of business at 3400
Central Expressway, Ste. 201, Santa Clara, California 95051, is effective as of
the effective date set forth below ("EFFECTIVE DATE").

                                    RECITALS

A.   Netscape is in the business of developing, manufacturing, marketing and
     distributing Internet related products and technology and providing
     related services, and in connection with its marketing efforts,
     maintains a U.S. English language World Wide Web site; 
B.   Yahoo is in the business of creating Internet-related content including
     navigational and directory services; and
C.   The parties wish to enter into this Agreement to cooperate in certain
     co-marketing activities.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:

1.   DEFINITIONS.

For purposes of this Agreement, in addition to the capitalized terms defined
elsewhere in this Agreement, the following terms shall have the meanings set
forth below:

"CHANNEL" means a major content category within the Service (and not as included
in any client software), such as Entertainment, Sports, Business or Personal
Finance, for example, separated from other content in a graphically defined
area. 

"CONTENT MODULE" means a single content subject category provided by a Premier
Provider within a Channel or Sub-Channel.

"CONTENT PROVIDER" means a company which is participating in the Service by
providing to the Service content and/or a link to a content-related site.

"CUSTOMIZED FRONT PAGE" means the page on the Internet presented to an end user
who has registered for the Service and configured customized content to be
served up to the end user.

"DEFAULT FRONT PAGE" means the page on the Internet which is the initial point
of entry for an end user accessing the Service but who has not registered with
the Service.

"DESTINATIONS" means that portion of Netscape's Web Site providing content
organized by major categories and including Site Samplers for purposes of
promoting Netscape customer's Web sites.  


                    [X]   CONFIDENTIAL TREATMENT REQUESTED



"DISTINGUISHED PROVIDER" means a Content Provider which has a secondary listing
relative to a Premier Provider listing, and a smaller, less distinct promotional
element.  

"DISTINGUISHED PROVIDER DIRECTORY" means the directory listing of Distinguished
Providers within any Channel or Sub-Channel.

"FRONT PAGE" means a Default Front Page or a Customized Front Page.

"LAUNCH DATE" means the date on which the initial version of the Service is
accessible to end users.

"NETSCAPE RESPONSIBLE ADVERTISING" shall mean the Netscape Legacy Advertising,
described in Section 11.3 and Section 16.1, the Netscape Ad Inventory described
in section 11.3, and the WNWC Advertising sold by Netscape described in section
16.1.

"NETSCAPE'S WEB SITE" the collection of U.S. English-language HTML documents
accessible by the public via the Internet at the URL http://home.netscape.com
and/or at such other URL or URL's as Netscape may designate.

"PAGE VIEW" means the serving up of an HTML page.

"PAYMENT" means Twenty-Five Million Dollars ($25,000,000) as described in
Section 14.1.

"PEOPLE PAGES" means the service which allows users to perform searches to
locate people on the Internet.

"PREMIER PROVIDER" means a Content Provider which has a prominent listing in the
Service, a graphic icon and a graphic promotional element.

"PREMIER PROVIDER DIRECTORY" means the directory listing of Premier Providers
within any Channel or Sub-Channel.

"SERVICE" means the enhanced Web navigation service which organizes the most
useful sites on the World Wide Web as described in, and which is the subject of,
this Agreement.  The Service shall not include the What's New Page, the What's
Cool Page and the People Pages.

"SERVICE AD INVENTORY" shall mean the electronic advertising inventory within
the Service, the People Pages, the What's New Page, the What's Cool Page and any
other advertising inventory which Yahoo will manage as described in this
Agreement, subject to the provisions of Section 16.  Service Ad Inventory shall
not include any of the Netscape Dedicated Channel as defined in Section 4.4. 

"SERVICE NAME" means the name of the Service to be decided upon the mutual
agreement of the parties.

"SITE SAMPLER" means a gif or a dynamically updated text Content Module which
provides appropriate content and links to a Content Provider's Web site.

"SUB-CHANNEL" means a sub-category of a Channel content category, such as Golf,
Football or Skiing relative to a Channel for Sports.

"TERM" means the two (2) year period of this Agreement, subject to the
provisions of Section 20.  

"WHAT'S COOL PAGE" means the page on Netscape's Web Site currently located at
the URL http://________________ as such URL may change from time to time and
which describes an edited list of distinctive Web sites.

"WHAT'S NEW PAGE" means the page on Netscape's Web Site currently located at the
URL http://________________ as such URL may change from time to time and which
describes an edited list of new and noteworthy Web sites.

"YELLOW PAGES" means the search and directory service which enables end users to
locate local businesses on the Internet to be included in the Service as
described in Section 7.

2.   INTERNET NAVIGATION SERVICE.

                    [X]   CONFIDENTIAL TREATMENT REQUESTED


  2.1.    DESCRIPTION OF THE SERVICE.  The Service will be modeled after, yet
differentiated from, Yahoo's "My Yahoo!" personalized Internet navigational
service.  The Service shall include Site Samplers, or content-rich graphics
similar to a Site Sampler, and possibly include other content such as third
party reviews.  Notwithstanding the foregoing, Yahoo shall develop, subject to
Netscape's reasonable approval, the concept, look and feel of the Service which
is separate and distinct from the My Yahoo! Service. The Service will be offered
free of charge to end users.  The parties anticipate that the Service will begin
on or before April 15, 1997.  On the Launch Date, the Destinations area will be
removed from Netscape's Web Site and shall cease to exist for the Term of this
Agreement.  End users accessing Destinations will be redirected to the Service.

  2.2.    CUSTOMIZATION.  The Service will include a Default Front Page as the
initial point of entry for end users accessing the Service.  The Default Front
Page will have a default configuration of content with Channels, Sub-Channels
and banner advertising, as the parties shall mutually agree.  Additionally, the
Default Front Page will include a link to a page which will guide end users
through a customization process whereby the end user can customize the Service
by selecting a preferred configuration of content, Channels and Sub-Channels
which will be served to that end user on subsequent visits to the Service.   If
an end user elects to customize the content they receive through the Service,
the end user will have to first register with the Service, as such registration
is described in Section 3. Users can change the configuration of their
customized content as often as they like.

  2.3.    LOCATION OF SERVICE.  The Service will reside solely on Yahoo's
servers and Internet connection.  The Toolbar button (as described in Section
10.1) and Destination buttons (as described in Section 10.4) shall be hard coded
with a "netscape.com" domain and redirected to a "yahoo.com" domain.  The
Default Front Page shall be served under a "netscape.com" domain name.  All
other pages of the Service will be served under "yahoo.com" domain name.  Yahoo
shall not promote the Service from another Web site without Netscape's prior
written consent.

  2.4.    TARGET MARKET.  The Service's primary target market is the individual
end user who would use the Service for their personal use at home or the office,
and not directly targeted to business-to-business or trade service users.  The
Service will be available in U.S. English-language only and will be focused on
the North American market.

  2.5.    NAME OF THE SERVICE.  The Service Name will be mutually agreed upon by
Netscape and Yahoo.  Yahoo shall not independently use the Service Name without
Netscape's prior written consent unless such use occurs in connection with
Yahoo's advertising sales and promotional efforts on behalf of the Service.  The
Service Name shall be displayed on every page of the Service and no other
locations without Netscape's prior written consent except in connection with
such advertising sales and promotional efforts on behalf of the Service.  If the
Service Name includes a co-branding component, Yahoo may not use the Service
Name with Netscape's name expunged.  Yahoo may not use the Service Name
independent of the Service except as provided for above in this Section 2.5.  

  2.6.    DESIGN OF SERVICE.  The Service shall be co-branded equally by
Netscape and Yahoo.  Yahoo shall be responsible for creating the graphic user
interface including navigation, architecture, look and feel as well as the tone
of the Service;  provided, however, that Netscape and Yahoo shall mutually agree
to the initial design of the Service.

3.   END USER REGISTRATION.

  3.1.    REGISTRATION PROCESS.  End users who wish to customize the Service
will have to register.  The user registration page will be linked to the Default
Front Page as well as all other appropriate pages in the Service.  Initially,
the Service will use My Yahoo!'s registration back-end database in conjunction
with a co-branded front-end form of registration presented to end users.  Such
form of registration shall be substantially similar to Exhibit C.  At the time
the end user is asked to register, the end user will be notified as to what
personal data is required for them to provide, how the personal data will be
used and who will have access to the data, as described in Exhibit C.  [XXXX]. 
The parties hereto acknowledge that it is their intent to integrate the
Service's user registration process with Netscape's "Universal 


                    [X]   CONFIDENTIAL TREATMENT REQUESTED



Registration" system when such system becomes available.  At such time as the
registration process is transferred to Netscape, Netscape shall use reasonable
commercial efforts to collect the same data from the Service registration
process as was collected by Yahoo.  At such time as Netscape's "Universal
Registration" system is deployed, [XXXX].  Netscape and Yahoo shall use
reasonable commercial efforts to coordinate the prompt transfer of user
information from Netscape to Yahoo at such time as Netscape's "Universal
Registration" system is used in connection with the Service.

  3.2.    ADDITIONAL USER INFORMATION.  [XXXX]
  
  3.3.    PERSONAL DATA CONFIDENTIAL.  [XXXX]

4.   CHANNELS.

  4.1.    WEB COVERAGE AND PROGRAMMING.  The Service will offer users a choice
of the following [XXXX].   Additional Channels may be added upon the mutual
agreement of the parties.

  4.2.    CHANNEL AND SUB-CHANNEL COMPONENTS.  Each Channel and Sub-Channel will
include the following components, as set forth in Exhibit A: [XXXX]  The Channel
and Sub-Channel components will initially be pre-configured and presented to an
end user on a default basis as the parties shall mutually agree.  Registered
users will be able to customize the content presented to them in a Channel.

  4.3.    CHANNELS, SUB-CHANNELS AND CONTENT MODULES.  The parties shall
mutually agree to the topics and number of Channels.  Yahoo will determine the
categories for Sub-Channels within each Channel.  Yahoo will provide an
internal, editorial review of Web sites and the content programming within a
Channel, Sub-Channel or Content Module. 

  4.4.    NETSCAPE'S DEDICATED CHANNEL.  Netscape reserves the right to have
one (1) dedicated Channel in the Service (the "NETSCAPE DEDICATED CHANNEL"), and
Netscape is responsible for the programming within, and the management of, the
Netscape Dedicated Channel including Sub-Channels, Content Modules and Content
Provider listings;  provided, however, that content programming within
Netscape's dedicated Channel shall include no more than [XXXX].  Netscape shall
use reasonable commercial efforts ensure that Netscape's dedicated Channel
conforms with the Service's general look, feel and tone.  All content included
within the Netscape Dedicated Channel shall pertain to Netscape's products and
services and those of its strategic business relationships with respect to
Netscape's core businesses.  No third party space within the Netscape Dedicated
Channel may be sold.  No pages within the Netscape Dedicated Channel shall be
deemed to be part of the Service Ad Inventory for any reason.  

  4.5.    ADDITIONAL NETSCAPE RESERVED INVENTORY.  [XXXX]

5.   SEARCH FUNCTIONALITY.

  5.1.    SEARCH FIELD.  A field providing search functionality will be included
on pages within the Service as the parties may mutually determine.  The search
executed from the search field will initially only cover content within the
Service itself.  When the results to a search query are returned, a user will be
given the option of expanding the scope of the search to encompass the World
Wide Web using one of Netscape's Net Search Program premier or marquee search
engines.  The user will also be offered the choice of executing another search
limited to the content of the Service.  The parties acknowledge that although
Netscape's Net Search Program is listed within the current version of
Destinations, for the purposes of this Agreement, Net Search shall not be
included in Destinations or the Service.

  5.2.    SEARCH FIELD POSITIONING. The search field shall appear below the
fold, or in such other location as the parties may mutually determine, on any
page in which the search field is listed.  Netscape shall approve the search
engine companies which appear as expanded search options as well as the
positioning of the search engine companies on the page served to end users in
conjunction with the end user's search results.  Yahoo shall not charge any of
the search engine companies for these listings.  Netscape reserves the right to
review the financial effect of the search field in the Service as such search 


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


functionality may impact Netscape's own Net Search Program and require that the
search functionality in the Service be minimized or deleted.

  5.3.    MONTHLY SEARCH REPORTS.  [XXXX]

Netscape and Yahoo shall determine the format for this monthly report.  The
information contained in the report shall be Netscape's and Yahoo's Confidential
Information;  however, Netscape reserves the right to provide the information
contained in the report to the Net Search Program companies.

6.   CONTENT PROVIDER PARTICIPATION IN THE SERVICE.

  6.1.    APPLICATION PROCESS.  Netscape shall determine the criteria by which
Content Providers may participate in the Service.  Yahoo will be responsible for
administering the Content Provider application process and serve as the primary
point of contact for companies interested in becoming Content Providers.

  6.2     ORGANIZATION OF CONTENT PROVIDERS.  A predetermined number of Content
Providers, as mutually determined by the parties, will appear as Premier
Providers in the Premier Provider Directory portion of the Channel or Sub-
Channel and Distinguished Providers in the Distinguished Provider Directory of
the Channel or Sub-Channel.  Netscape and Yahoo shall mutually agree as to the
exact number of Premier Providers and Distinguished Providers in a Channel or
Sub-Channel.  The Service shall include promotional areas, such as Site
Samplers, for Premier Providers, as the parties shall mutually agree.  On any
page in the Service which includes a Premier Provider Directory and a
Distinguished Provider Directory, the Premier Provider Directory shall be more
prominently displayed.  Within any Distinguished Provider Directory, Content
Providers shall be displayed in the following order of decreasing prominence:

  Distinguished Providers designated by Netscape;

  Useful Content Providers displaying the Netscape Now button; and

  Useful Content Providers not displaying the Netscape Now button;

provided, however, that: such Content Providers comply with the criteria
determined by Netscape; Netscape reserves the right to determine the positioning
of [XXXX] Content Provider participating in the Service; and such news provider
shall count against Netscape's Premier Provider Allotment as described in
Section 6.5.

  6.3.    TRANSITION PERIOD.  Netscape shall use reasonable commercial efforts
to assist Yahoo in transitioning Content Providers as participants in the
Service.  Within seven (7) days of the Effective Date, Netscape shall notify
Yahoo of companies which Netscape would like to have Yahoo list in the Service
as Premier Providers or Distinguished Providers (the "TRANSITIONAL CONTENT
PROVIDERS").  Until July 1, 1997, such companies shall appear as Premier
Providers or Distinguished Providers in Channels and/or Sub-Channels as Yahoo
shall determine;  provided, however, that each such Premier Provider or
Distinguished Provider shall be listed in the Service. In addition to the
Premier Providers and Distinguished Providers designated by Netscape, other
Content Providers may appear in the Premier Provider Directory or Distinguished
Provider Directory, provided that such other Content Providers meet the
selection criteria set forth in Exhibit F as such Exhibit F may be revised from
time to time as set forth in this Agreement, or as otherwise agreed upon by the
parties. 

  6.4.    AFTER THE TRANSITION PERIOD.  Beginning on July 1, 1997, Yahoo shall
review and approve companies who want to participate in the Service as Content
Providers.  Such approval of Content Providers shall be subject to a company's
complying with Netscape's criteria which criteria shall be revised and
communicated to Yahoo no later than May 1, 1997.  Beginning on July 1, 1997,
Premier Providers participating in the Service as a result of having been
transferred by Netscape as described in Section 6.3 shall continue to
participate in the Service provided that such Premier Providers comply with the
requirements for Premier Providers participating in the Service as set forth in
Section 6.5.  Netscape reserves the right to refuse to include any Content
Provider which does not meet with Netscape's 


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


criterion for Content Providers.  Yahoo may require all Content Providers
included in the Service to execute an agreement containing Yahoo's then-current
standard terms and conditions pertaining to the appropriate level of Content
Provider (the "STANDARD YAHOO CONTRACT").  Special Content Providers (as defined
Section 6.6, below) shall not be required to sign the Standard Yahoo Contract
if, and only if, such Content Provider's participation in the Service consists
solely of a listing in a directory and no other content.  Notwithstanding
anything else in this Agreement, Yahoo may refuse to include any Premier
Provider or Distinguished Provider in the Service who does not execute the
Standard Yahoo Contract, and may refuse to include any Premier Provider,
Distinguished Provider or material, if Yahoo, in its reasonable determination,
deems such inclusion would lead to material injury, damage, or liability to
Yahoo.

  6.5.    FEE CHARGED TO PREMIER PROVIDERS.  [XXXX] a fee to participate in the
Service or to place Content Modules in the Service, upon rates and terms to be
determined by Yahoo with the understanding that Netscape and Yahoo shall
consider each other's advertising plans and packaging;  provided, however, that
Netscape may offer Premier Provider placements free of charge to certain Content
Providers  as long as such free of charge placements and listings do not exceed
[XXXX] of the available inventory of Premier Provider placements in any given
month ("NETSCAPE PREMIER PROVIDER ALLOTMENT").  Netscape shall not sell slots in
its Netscape Premier Provider Allotment, but shall make such Premier Providers
aware of the value of such slot based on fees Yahoo is then charging for such
slots.  

  6.6.    SPECIAL CONTENT PROVIDERS.  Subject to Section 6.4, Yahoo shall
include certain companies as Content Providers in the Service on a free of
charge basis regardless of such company's compliance with Netscape's criteria
(the "SPECIAL CONTENT PROVIDERS").  The list of such companies to be included in
the Service is set forth in Exhibit B.  Within thirty (30) days of the Effective
Date, Netscape shall notify Yahoo as to whether such companies shall be listed
as Premier Providers or Distinguished Providers in the Service.  All Special
Content Providers shall be counted against Netscape's Premier Provider
Allotment.

  6.7.    UPDATING OF DISTINGUISHED PROVIDERS AND PREMIER PROVIDERS.  On a bi-
weekly basis, Netscape will send to Yahoo a revised list of companies which
Yahoo must include as Premier Providers (on a free of charge basis, subject to
the limits of Netscape's Premier Provider Allotment and subject to space
availability) and Distinguished Providers (provided such Distinguished Providers
comply with Netscape's Content Provider criteria), if additions, deletions or
corrections are needed.  Yahoo shall update the list of Premier Providers and
Distinguished Providers appearing in the Service, making the necessary additions
or deletions within ten (10) business days of receipt of such revised list from
Netscape.  The parties shall designate a contact person and a process for
managing the updated list.

  6.8.    INTEGRATED COMMUNITY.  Netscape and Yahoo acknowledge that the intent
of the Service is to provide an "integrated community" experience for Netscape
users and not to provide Yahoo with any special prominence in listings relative
to other Content Provider, unless such enhanced presence or positioning is
agreed to by Netscape.  Promotion of Yahoo's Web site will be minimized to
prevent diversion of user traffic from the Service.  Promotion of Yahoo within
the Service will be subject to Netscape's approval.

  6.9.    TECHNICAL SUPPORT.  If Yahoo receives any questions from a prospective
or existing Content Provider relating to specific development or technical
support (such as how to develop on the Netscape platform), Yahoo will refer the
prospective or existing Content Provider to the Netscape Developer Program as
described on Netscape's Web Site.

7.   [XXXX]

8.   PEOPLE PAGES. The People Pages will be managed by Yahoo under the Netscape
brand and will include the existing participants in Netscape's White Pages
program unless otherwise agreed to by the parties.  The People Pages may be
enhanced or modified upon the mutual agreement of Netscape and Yahoo.  [XXXX]


                    [X]   CONFIDENTIAL TREATMENT REQUESTED



9.   WHAT'S NEW PAGE AND WHAT'S COOL PAGE.  Beginning July 1, 1997, Yahoo shall
manage the What's New Page and the What's Cool Page portions of Netscape's Web
Site.  Netscape shall have the right to designate up to [XXXX] of the entities
to be included in the What's New Page per week, and Netscape shall nominate
entities for Yahoo's consideration for inclusion in the What's Cool Page. 
Netscape shall not charge such entities for such inclusion.  The What's New Page
and What's Cool Page will appear under Netscape's brand exclusively;  however,
Yahoo will be credited at no less than the level currently granted with
providing the content for the What's New Page and What's Cool Page.  The parties
may in the future decide to include the What's New Page and What's Cool Page as
part of the Service.

10.  PROMOTION OF THE SERVICE IN NETSCAPE'S PRODUCTS.  For as long as Netscape
offers the other products and services described below, Netscape shall promote
the Service during the Term as follows:

  10.1.   TOOLBAR BUTTON.  Netscape shall build a button for the Service which
will appear in the Toolbar section of the Netscape Communicator client software
and in a comparable location in subsequent versions of Netscape's client
software.  The name of the button shall be determined by Netscape with
consideration given to Yahoo's preferences.  When an end user presses the
button, the end user will be presented with a drop-down menu of headings in the
following order:  The Internet (or a name to be mutually agreed to by the
parties), People, Yellow Pages, What's New Page and What's Cool Page or such
other heading names as Netscape may determine; provided, however, that the The
Internet heading, or such other name as may be decided, shall be linked to the
Front Page, and no service similar to the Service shall be granted a button on
the toolbar.

  10.2.   NETSCAPE'S WEB SITE.  The home page of Netscape's Web Site shall
feature a prominent link to the Service in a location and format as Netscape
shall determine.

  10.3.   PRE-LOADED BOOKMARK.  Netscape shall include a pre-loaded bookmark for
the Service in Netscape-distributed versions of the Netscape Communicator client
software and in a comparable location in subsequent versions of Netscape's
client software. 

  10.4.   DESTINATIONS BUTTON.  In versions of the Netscape Navigator which
include or refer to a Destinations area of Netscape's Web Site, users selecting
the Destinations location will be redirected to the Front Page of the Service.

  10.5.   CONSTELLATION.  In the Netscape Constellation client software, or
derivative thereof, Netscape shall include a link to the Service which shall be
at least as prominent as any similar service, provided that the Service is
modified to support the appropriate technologies within Constellation or its
derivative.  Netscape and Yahoo shall mutually agree to new content changes and
functionality.  

  10.6.   IN-BOX DIRECT.  Netscape shall provide the Service with premier
positioning within the In-Box Direct program and sign-up area, as Netscape shall
determine such positioning in its discretion.

  10.7.   IN-BOX DIRECT FOR SUITESPOT.  Netscape shall include in In-Box Direct
for SuiteSpot a premier listing for the Service, as optimized for Enterprise
users, and as Netscape shall determine in its discretion.

11.  YAHOO'S OBLIGATIONS.

  11.1.   PRODUCTION, TECHNOLOGY AND CONTENT PROGRAMMING.  Yahoo shall be
responsible for all production and content programming of the Service.  The
Service shall use substantially the same technology and advantages as Yahoo uses
in its "My Yahoo!" service, unless otherwise agreed to by the parties.  The
Service shall not be disadvantaged or suffer from inferior production,
programming or performance relative to the My Yahoo! service, or any similar
service which Yahoo might make available to, or operate on behalf of, third
parties except with respect to proprietary features owned by, or made
exclusively available to, third parties.  Except with respect to the Premier
Providers and Distinguished Providers provided to Yahoo by Netscape hereunder
and except as further constrained by the available pool of Premier Providers and
Distinguished Providers, the Service shall perform substantially up to the same
performance standards as My Yahoo!, including, but not limited to, load time,
timeliness of content, 


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


and quality of programming.  Notwithstanding the foregoing, this Agreement does
not include a license to use the technology and services currently available in
My Yahoo! and licensed by Yahoo from Firefly, Inc. and other third party
technologies which Yahoo is contractually precluded from including in the
Service.  Yahoo shall perform its duties described herein with substantially the
same diligence and vigor as it employs with respect to its own services and Web
sites, or the services and Web sites Yahoo may operate for third parties, and
Yahoo shall not favor its own Web sites, or those of any third party, over the
Service.  With respect to features and functionalities offered within the
Service, Yahoo shall use reasonable commercial efforts to employ in the Service
Netscape's technology, if available, rather than a technology which might
compete with Netscape products or services, provided that such use of Netscape's
technology does not, in Yahoo's reasonable determination, unduly burden the
performance or production of the Service or unduly tax Yahoo's engineering,
support or production resources.  Yahoo's obligation to produce the Service
including production services, technology and content programming which meet or
exceed standards established by Yahoo on its own Web site or services (or the
Web site or services Yahoo manages for any third party) and general industry
standards is a material obligation of Yahoo under this Agreement. 

  11.2.   ADVERTISING.  Yahoo shall be responsible for all production and
programming of advertisements on the Service Ad Inventory, subject to Netscape's
guidelines for advertising.  Commencing on the Effective Date and except as set
forth in Section 16, Yahoo will manage and sell all advertising and sponsorships
within the Service Ad Inventory, and Yahoo will manage the advertising product
and services with the same degree of professionalism Yahoo exercises with
respect to Yahoo's own Web sites or the Web site Yahoo might manage on behalf of
any third party.  Services which Yahoo shall provide include site auditing,
traffic analysis, functionality and other advertising services.  Yahoo may
require all advertisers on the Service including the Netscape Responsible
Advertising to execute Yahoo's then current form of insertion order ("IO"). 
Notwithstanding anything else in this Agreement to the contrary, Yahoo may in
its sole discretion refuse to include any advertising on the Service for any
reason, provided that Yahoo may only refuse to include Netscape Legacy
Advertising, as defined in Section 11.3, if such advertisers refuse to sign the
IO.  Netscape Legacy Advertisers who refuse to sign the IO ("REFUSNIKS") shall
nevertheless be included as advertisers in the Service until such advertisers
advertising contracts with Netscape have expired.  

  11.3.   NETSCAPE AD INVENTORY.  Yahoo shall honor all contracts for banner
advertising which Netscape has previously committed to post in the Destinations
area of Netscape's Web Site (the "NETSCAPE LEGACY ADVERTISING").  A list of such
outstanding Destinations advertising commitments is attached hereto as Exhibit
D.  In any given month, Netscape shall be entitled to offer to third parties up
to [XXXX] of the Service Ad Inventory in that month ("NETSCAPE AD INVENTORY"),
provided, however, that Netscape shall only offer the Netscape Advertising
Inventory for barter, and not for sale, and provided further that Netscape shall
not be entitled to place more than [XXXX] of the monthly Netscape Ad Inventory
in any one Channel.  Notwithstanding the foregoing, the parties may mutually
agree from time to time to make additional Service Ad Inventory available to
Netscape for barter transactions.  In order to avoid conflicts with barter
transactions, Netscape shall designate a contact person to coordinate with Yahoo
the availability of Service Ad Inventory. 

  11.4.   EQUIVALENT EFFORT.  In selling advertising inventory and providing
advertising services hereunder, Yahoo will carry out such services with
substantially the same diligence and vigor as it employs when selling, managing
or maintaining similar advertising on its own services and Web sites.  Without
limiting the foregoing, Yahoo shall not unreasonably favor its own Web site, or
the Web site or services of any third party, over the Service.  

  11.5.   REFUSE TO PUBLISH.  Netscape may, in its reasonable discretion, at any
time for any reason refuse to accept or publish, or direct Yahoo to refuse to
accept or publish, a Content Provider listing, a Content Module, an
advertisement and/or other content on the Service, the What's New Page, the
What's Cool Page, the People Pages if such content directly, explicitly and
maliciously disparages Netscape or Netscape's products; pertains to the
promotion, depiction, sale, use or endorsement of alcohol, tobacco, sexually
explicit materials, religious institutions; and such other areas as the parties
may mutually agree.  


                    [X]   CONFIDENTIAL TREATMENT REQUESTED

  
  [XXXX]
  

  11.7.   NETSCAPE NOW PROGRAM COMPLIANCE ON YAHOO'S WEB SITE AND THE SERVICE. 
Yahoo shall display the "Netscape Now" button [XXXX], and use reasonable
commercial efforts to include the following statement (or a statement designated
by Netscape and generally used by Netscape as a successor to the following
statement or in connection with any successor program to Netscape's Netscape Now
program) next to the Netscape Now button: "This site is best viewed with
Netscape Navigator 3.0.  Download Netscape Now!" (or such higher non-beta
version as is then available).  Yahoo will produce the page such that when an
end user presses or clicks on the Netscape Now button (or such other button used
in connection with any successor program to the Netscape Now program), the end
user's Internet client software will access the applicable HTML page located at
a URL supplied by Netscape.  On any page on which the Netscape Now button, or a
successor button, is displayed, the Netscape Now button shall be [XXXX].  Yahoo
shall use reasonable commercial efforts promptly to remedy any misplacement of
the Netscape Now button on its home page or other pages or any malfunctioning of
the button, provided Netscape will fully cooperate with Yahoo to remedy any such
misplacement or malfunctioning, and provided further that Yahoo shall not incur
liability for any failure to remedy such misplacement or malfunctioning if such
remedy is not within the reasonable control of Yahoo. In the event that Netscape
replaces the Netscape Now program with a successor program, Netscape shall
advise Yahoo and Yahoo shall produce the page to conform to such successor
program, provided Yahoo's obligations under such successor program shall not be
materially increased.  Netscape hereby grants Yahoo a nonexclusive,
nontransferable, nonassignable, nonsublicensable license to perform and display
the Netscape Now button directly in connection with fulfilling the foregoing
obligation.  Yahoo's use of the Netscape Now button shall be in accordance with
Netscape's reasonable policies regarding advertising and trademark usage as
established from time to time by Netscape, including the guidelines of the
Netscape Now Program published on Netscape's U.S. English-language Web Site. 
Yahoo acknowledges that the Netscape Now button is a proprietary logo of
Netscape and contains Netscape's trademarks.  In the event that Netscape
determines that Yahoo's use of the Netscape Now button is inconsistent with
Netscape's quality standards, then Netscape shall have the right to suspend
immediately such use of the Netscape Now button. Yahoo understands and agrees
that the use of the Netscape Now button in connection with this Agreement shall
not create any right, title or interest in or to the use of the Netscape Now
button or associated trademarks and that all such use and goodwill associated
with the Netscape Now button and associated trademarks will inure to the benefit
of Netscape. Yahoo agrees not to register or use any trademark that is similar
to the Netscape Now button. Yahoo further agrees that it will not use the
Netscape Now button in a misleading manner or otherwise in a manner that could
tend to reflect adversely on Netscape or its products.  

  11.8.   CONTENT PROVIDER COMPLIANCE.  Yahoo will require Content Providers to
substantially abide by the criteria for participating in the Service as such
criteria are described in Exhibit F.  Yahoo shall use reasonable commercial
efforts to monitor the Content Providers' compliance with the guidelines and, as
necessary, notify Content Providers of their non-compliance.  If a Content
Provider fails to come into compliance after receipt of notification, Netscape
shall direct Yahoo to reduce the listing status of a non-complying Content
Provider or remove the Content Provider from the Service, as Netscape shall
determine.  

  11.9.   MARKETING COLLATERAL.  Yahoo will maintain on the Service marketing
collateral for the Service.  The collateral will be updated regularly and on an
as-needed basis.  The marketing collateral, as well as application for Content
Provider participation in the Service, as described in Section 6.1, shall be
located in an easily accessible location.  Each party shall include a link to
the Service's marketing collateral in an appropriate area of the party's Web
site.

  11.10.  SERVICE ENROLLMENT SUPPORT.  Yahoo shall provide information and sales
support to Content Providers regarding participation in the Service.


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


  11.11.  TECHNICAL SUPPORT OF SERVICE.  During the Term, Yahoo shall provide
technical support services for the Service in a timely basis.  Yahoo shall
appoint a technical contact to whom Netscape may address all technical questions
relating to the Service.  Yahoo shall use best efforts to promptly remedy any
material misplacement or malfunctioning of the Service.

12.  JOINT ACTIVITIES.

  12.1.   PRESS PLANS.  Yahoo and Netscape agree to participate in a joint press
announcement regarding the Service which will take place on a mutually agreed
upon date.  The parties shall agree to the form and content of the joint press
release.  Notwithstanding the foregoing, either party may issue its own press
release, subject to the other party's prior approval of the content within the
release.  With respect to major advertising and marketing deal announcements
regarding the Service, Netscape and Yahoo shall have forty-eight (48) hours to
respond, in writing, to any proposed announcement.  In any press announcement
regarding the Service, both Yahoo and Netscape's name and logo shall be included
in the press release, and the names and logos shall appear with equal
prominence.  Interviews with the press regarding announcement of the Service
shall be coordinated between both Netscape and Yahoo.

  12.2.   RESEARCH.  If Yahoo or Netscape conducts any research regarding the
Service, such research results shall be shared between both companies on a
timely basis.  If Yahoo or Netscape conducts a study on their respective primary
English-language Web site, both companies shall include the Service in the
study, where appropriate.  Yahoo will conduct substantially the same level and
as much research and data collection regarding the Service as Yahoo conducts
with respect to My Yahoo!


  12.3.   QUARTERLY REVIEWS OF THE SERVICE.  Netscape and Yahoo agree to
establish quarterly reviews of the Service to evaluate the success of the
Service and agree to modifications and improvements to the Service.

  12.4.   DESIGN REVIEWS AND OWNERSHIP.  The graphic user interface ("GUI") of
the Service shall be jointly owned by the parties, as mutually determined by the
parties.  Netscape and Yahoo shall mutually agree to all major design changes in
the GUI, including, but not limited to, significant new artwork or functional
changes.  As part of the approval process for significant changes to the GUI,
the parties shall determine the ownership rights with respect to the newly added
feature or functionality, and either party may decline to add such feature or
functionality to the GUI.  If either party has contributed to the GUI such
features or functionality owned by that party, the other party shall be granted
a royalty-free, irrevocable, perpetual world-wide license, without payment or
other charge therefore, to use, display, perform, reproduce and distribute such
feature or functionality in connection with the GUI in the Service or any
successor service after the termination or expiration of this Agreement.  In no
event shall Netscape be entitled to a license or any ownership right in any
computer code written by Yahoo in connection with the GUI.  Nothing contained
herein shall prevent Netscape from independently developing features or
functionality which are similar to the features and functionality owned by Yahoo
and implemented in the Service, provided that no intellectual property of Yahoo
is utilized and any use of such features or functionality are consistent with
Section 18.2 of this Agreement.   The parties agree that Yahoo is not creating
the Service as a work made for hire.  Except as set forth above with respect to
the GUI, nothing in the Agreement shall be deemed to grant to Netscape an
express or implied license or ownership right to any copyright, trademark, trade
secret or patent to any technology, content, or other material of Yahoo created
for or included in the Service, whether or not such were created at Netscape's
request or with Netscape's cooperation.

13.  [XXXX]

14.  PAYMENT.

  14.1.   PAYMENT AMOUNTS.  For the benefits and services provided by Netscape
to Yahoo during the Term, Yahoo shall remit to Netscape a total of Twenty-Five
Million Dollars ($25,000,000) as the Payment, comprised of the following
components:


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


  Ten Million Dollars ($10,000,000) as a guarantee against advertising revenue
     in the first year of the Term, plus

  Fifteen Million Dollars ($15,000,000) as a guarantee against advertising
     revenue in the second year of the Term, provided Netscape delivers the
     Netscape traffic requirements as described in Section 15.

  14.2.   TIMING OF PAYMENT. Yahoo shall pay Netscape the Payment within fifteen
(15) days after the dates set forth below:

In the first year of the Term:
     One Million Five Hundred Thousand Dollars ($1,500,000) - June 15, 1997;
     Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) - September 30,
          1997;
     Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) - December
          31, 1997;
     Three Million Five Hundred Thousand Dollars ($3,500,000) - March 31, 1998;
          and

In the second year of the Term:
     Three Million Five Hundred Thousand Dollars ($3,500,000) - June 30, 1998;
     Three Million Five Hundred Thousand Dollars ($3,500,000) - September 30,
          1998;
     Four Million Dollars ($4,000,000) - December 31, 1998; 
     Four Million Dollars ($4,000,000) - March 31, 1999;
or, if any such date is not a business day, the next following business day.

     14.3.     REVENUE COUNTED TOWARD GUARANTEE.  Any revenue received by
Netscape after the Effective Date based on previous advertising services for
Destinations which contracts are absorbed and honored by Yahoo will be applied
toward Yahoo guaranteed advertising revenue amounts, subject to the terms of
Section 16.  The net revenue amount received by Netscape for such advertising
(after deducting for bad debt (not to exceed 3%), cost of sales (not to exceed
20%) and barter) shall be deducted from the payment due from Yahoo to Netscape
in the calendar quarter in which such revenues are received.

     14.4.     PAYMENT OF REVENUE SPLITS.  Within each of the first year of the
Term and the second year of the Term and to the extent cumulative revenues
generated by the Service exceed the cumulative scheduled payments to date as
described in Section 14.2, Yahoo shall pay to Netscape Netscape's portion of the
shared revenues, as such revenue sharing is described in Section 17, within
twenty-five (25) days of the end of the quarter in which the revenue is
recognized by Yahoo.  Such amounts will be applied to the following quarter's
scheduled payments described in Section 14.2.

     14.5.     INTEREST AND TAXES.  Any portion of the Payment which has not
been paid to Netscape within the applicable time set forth above shall bear
interest at the lesser of (i) one percent (1%) per month, or (ii) the maximum
amount allowed by law.  All payments due hereunder are exclusive of any
applicable taxes. Yahoo shall be responsible for all applicable national, state
and local taxes, value added or sales taxes, exchange, interest, banking,
collection and other charges and levies and assessments pertaining to payments
other than U.S. taxes based on Netscape's net income.  If Yahoo is required by
law to make any deduction or to withhold from any sum payable to Netscape by
Yahoo hereunder, (i) Yahoo shall effect such deduction or withholding, remit
such amounts to the appropriate taxing authorities and promptly furnish Netscape
with tax receipts evidencing the payments of such amounts, and (ii)  the sum
payable by Yahoo upon which the deduction or withholding is based shall be
increased to the extent necessary to ensure that, after such deduction or
withholding, Netscape receives and retains, free from liability for such
deduction or withholding, a net amount equal to the amount Netscape would have
received and retained in the absence of such required deduction or withholding.

15.  TRAFFIC GUARANTEE.  


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


     15.1.     TRAFFIC TO THE SERVICE.  Netscape agrees to deliver to the Front
Page of the Service, and the top page of a Channel (except the Netscape
Dedicated Channel) as the result of that Channel being accessed by a referring
URL (by means of a bookmark or hypertext link, for example) which points to the
top page of the Channel, a combined total of [XXXX] in the first year beginning
on the Launch Date; and [XXXX] in the second year after the Launch Date, as such
traffic estimates are set forth in Exhibit E.  Notwithstanding anything else in
this Section 15.1, Netscape guarantees that at least [XXXX].

     15.2.     OTHER TRAFFIC.  [XXXX]

16.  ADVERTISING ON WHAT'S NEW PAGE AND WHAT'S COOL PAGE.

     16.1.     NETSCAPE AD SALES.  Netscape will continue to manage the sale of
the banner advertising inventory on the What's New Page and What's Cool Page
during the second calendar quarter in 1997 until July1, 1997.  Netscape will
receive [XXXX] of this net advertising revenue (as calculated in Section 14.3,
above), provided such net revenue has been run and recognized before July 1,
1997.  Such net revenue shall not be credited against Yahoo's payment guarantees
as described in Section 14.2.  If net revenue has been booked but not run by
Netscape prior to July 1, 1997, then such net revenue shall be credited against
Yahoo's payment guarantees, subject to the net revenue allocation described in
Section 16.2.  Advertising booked and run prior to July 1, 1997 shall be defined
as "WNWC Ads".  Advertising booked but not run prior to July 1, 1997 shall be
considered "Netscape Legacy Ads."

     16.2.     ALLOCATION OF NET REVENUE.  Beginning on July 1, 1997, Yahoo will
manage the sale of the banner advertising inventory for the What's New Page and
What's Cool Page.  The net revenue from such advertising sales (as calculated in
Section 17.1) will be allocated [XXXX]  to Netscape and [XXXX] to Yahoo,
including any amounts of net revenue booked, but not run, by Netscape during the
second calendar quarter of 1997, up to a total advertising net revenue of
[XXXX].  After [XXXX] in total advertising net revenue from the What's New Page
and What's Cool Page is achieved (including any amounts booked and run by
Netscape from the Launch Date until July 1, 1997), the net revenue will be
allocated [XXXX] to Netscape and [XXXX] to Yahoo for the remainder of the Term. 
Such net revenues shall be credited against Yahoo's payment guarantees.

17.  REVENUE SPLIT. 

     17.1.     ALLOCATION.  For all pages in the Service and the People Pages,
the parties will share revenue as follows:  The net revenue will be allocated
[XXXX] to Netscape, and  [XXXX] to Yahoo, where net revenue is defined as total
revenues less barter, bad debt (provided that charges against bad debt do not
exceed three percent (3%) of the gross revenues), and cost of sales (at twenty
percent (20%) of gross revenues).  This revenue percentage allocation applies to
all revenues received by the parties under this Agreement other than revenues
received by Netscape as described in Section 16.1.  Yahoo may keep an ongoing
reserve of three percent (3%) for bad debt, and actual bad debt shall be
reconciled at the conclusion of each twelve (12) month period. 

     17.2      ADJUSTMENTS.  If Netscape meets its traffic guarantee in the 
first year after the Launch Date, as described in Section 15, then, in the 
second year after the Launch Date: (i) Yahoo shall guarantee a minimum or 
Fifteen Million Dollars ($15,000,000) in advertising revenue, as described in 
Section 14.1, and (ii) Netscape will guarantee the traffic commitment as 
described in Section 15. [XXXX]

     Any further adjustments shall be mutually agreed to by Netscape and 
Yahoo in the fourth quarter of the first year after the Launch Date.  Such 
additional adjustments shall be based on traffic trends in the third and 
fourth quarters of the first year after the Launch Date and actual traffic in 
the fourth quarter of the first year after the Launch Date.

                    [X]   CONFIDENTIAL TREATMENT REQUESTED


[XXXX]

19.  REPORTING AND AUDIT RIGHTS.

     19.1      REPORTING.  Within fifteen (15) days after the end of each month
during the Term:  (i)  Yahoo shall provide Netscape with a report in common log
format describing the total number of hits and page impressions for each of the
pages in the Service, and such other tracking information as the parties shall
mutually agree, and (ii)  Netscape shall provide Yahoo with a report describing
the number of redirects of traffic to the Service from Netscape's Web Site, the
What's New Page, the What's Cool Page and the People Pages, and such other
tracking information as the parties shall mutually agree.

     19.2      AUDIT RIGHTS.  Each June and December during the Term, the
parties shall review the financial results (including gross revenues, bad debt
and barter) for the Service.  Netscape shall have the right, upon no less than
fifteen (15) days prior written notice to Yahoo, to cause an independent
Certified Public Accountant to inspect, during Yahoo's normal business hours,
the records of Yahoo upon which Yahoo's revenue reports are based.  The costs of
such audit shall be paid by Netscape provided, however, that if said inspection
shall reveal an error in excess of (five) (5%) percent in monies due to
Netscape, Yahoo shall pay for the audit.  Netscape's audit rights as described
herein shall continue for two (2) months after the expiration or termination of
this Agreement.

20.  TERM AND TERMINATION.

     20.1.     TERM.  Unless earlier terminated pursuant to the provisions of
20.2, the Term of this Agreement shall continue for [XXXX] after the Launch
Date.  The Agreement shall be automatically extended for a [XXXX] period
thereafter, provided that [XXXX] after the Launch Date, neither party has any
objection to the automatic renewal.  [XXXX] after the Launch Date, the parties
agree to enter into [XXXX] for a period of [XXXX] during which time the parties
shall [XXXX].  If, at the end of such [XXXX], no agreement is reached as to the
terms of the renewal period, this Agreement shall expire at the end of the Term.

     20.2.     TERMINATION FOR CAUSE.  Either party shall have the right to
terminate this Agreement upon a material default by the other party of any of
its material obligations under this Agreement, unless within thirty (30)
calendar days after written notice of such default the defaulting party remedies
such default.  Netscape shall have the right to terminate the Agreement upon
Yahoo's breach of its representation and warranty set forth in Section 23.3.

     20.3.     RIGHTS UPON TERMINATION OR EXPIRATION.  Upon expiration or
termination of this Agreement:  (i) Netscape shall have the right, without any
additional payment, charge or royalty to Yahoo, to produce a service similar to
the Service which does not include Yahoo's intellectual property (except as set
forth in Section 12.4) or name but which might employ a graphic user interface
which is substantially similar to the graphic user interface of the Service, and
(ii) Yahoo shall no longer have the right to use the Service Name or produce the
Service.  In addition to the right to receive amounts payable at the time of the
termination of expiration of this Agreement, Sections 3.3, 12.4, 19.2, 20.3, 21,
22 and 23 shall survive the termination or expiration of this Agreement for any
reason.  Provisions of other Sections which, by their nature, must remain in
effect beyond the termination or expiration of this Agreement shall survive.

21.  WARRANTIES AND INDEMNIFICATION

     21.1      TITLE.  Yahoo warrants that it has the right to perform the
services set forth in this Agreement, (i) it owns or licenses all rights, title
and interest in and to the technology underlying the production of the Service,
(ii) Netscape shall not be obligated to pay any fees or royalties for
implementing the Service other than as specifically set forth in this Agreement,
and (iii) there are no pending or threatened lawsuits concerning any aspect of
the technology underlying the Service. 


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


     21.2.     PERFORMANCE.  Yahoo warrants that the Service will function
substantially in accordance with the specifications set forth in this Agreement
and as the parties may determine from time to time.  Yahoo shall repair any
malfunctions of the Service within a reasonable period of time (not to exceed
two (2) days) after notice of such condition.

     21.3      RESPONSIBILITY.  Yahoo represents and warrants to Netscape that
the Content Provider listings (other than the Content Provider listings provided
by Netscape and which Content Providers refuse to sign Yahoo's standard form for
participation in the Service as Yahoo shall notify to Netscape), advertisements,
Content Modules, other content managed by and technology utilized by Yahoo which
will appear on or be used in the Service, the What's New Page, the What's Cool
Page and the People Pages will not violate any criminal laws or any rights of
any third parties, including, but not limited to, infringement or
misappropriation of any copyright, patent, U.S. trademark, trade secret, music,
image, or other proprietary or property right, false advertising, unfair
competition, defamation, invasion of privacy or rights of celebrity, violation
of any antidiscrimination law or regulation, or any other right of any person or
entity, or otherwise violate any applicable local, state, national or
international law.  The foregoing representations and warranties shall not apply
to any matter concerning or arising from the Refusniks, WNWC Ads, the Transition
Content Providers prior to July 1, 1997, the Special Content Providers who have
not executed the Standard Yahoo Contract in accordance with Section 6.4, the
Netscape Dedicated Channel, any trademarks, intellectual property, content or
materials licensed from or provided by Netscape for use on or included in the
Service, the What's New Page, the What's Cool Page, or the People Page, or any
action taken at Netscape direction, insofar as Yahoo is required by Netscape to
undertake such activities or actions, or manage or include such content and
materials, related to the activities described in this Agreement.  Netscape
hereby represents and warrants to Yahoo that any material contained in or matter
pertaining to the Refusniks, WNWC Ads, the Transition Content Providers prior to
July 1, 1997, the Special Content Providers who have not executed the Standard
Yahoo Contract in accordance with Section 6.4, the Netscape Dedicated Channel,
any trademarks, intellectual property, content or materials licensed from or
provided by Netscape for use on or included in the Service, the What's New Page,
the What's Cool Page, or the People Page, or any action taken by Yahoo at
Netscape's direction, insofar as Yahoo is required by Netscape to undertake such
activities or actions, or manage or include such content and materials, related
to the activities described in this Agreement, will not violate any criminal
laws or any rights of any third parties, including, but not limited to,
infringement or misappropriation of any copyright, patent, U.S. trademark, trade
secret, music, image, or other proprietary or property right, false advertising,
unfair competition, defamation, invasion of privacy or rights of celebrity,
violation of any antidiscrimination law or regulation, or any other right of any
person or entity, or otherwise violate any applicable local, state, national or
international law.

     21.4.     DISCLAIMER.  THE WARRANTIES PROVIDED BY YAHOO HEREIN ARE THE ONLY
WARRANTIES PROVIDED BY YAHOO WITH RESPECT TO THE SERVICE. SUCH WARRANTIES ARE IN
LIEU OF ALL OTHER WARRANTIES BY YAHOO, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO
THE SERVICE.

     21.5.     INDEMNIFICATION.  Yahoo agrees to indemnify Netscape and to hold
Netscape harmless from any and all liability, loss, damages, claims, or causes
of action, including reasonable legal fees and expenses that may be incurred by
Netscape, arising out of or related to Yahoo's breach of any of the
representations and warranties set forth in Section 21.3.  In connection with
such indemnification, Netscape will (i) promptly notify Yahoo in writing of any
such claim and grant Yahoo control of the defense and all related settlement
negotiations, and (ii) cooperate with Yahoo, at Yahoo's expense, in defending or
settling such claim; provided that if any settlement results in any ongoing
liability to, or prejudices or detrimentally impacts Netscape, and such
obligation, liability, prejudice or impact can reasonably be expected to be
material, then such settlement shall require Netscape's written consent.  In
connection with any such claim, Netscape may have its own counsel in attendance
at all public interactions and substantive negotiations at its own cost and
expense.  Netscape agrees to indemnify Yahoo and to hold Yahoo harmless from any
and all liability, loss, damages, claims, or causes of action, 


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


including reasonable legal fees and expenses that may be incurred by Yahoo,
arising out of or related to Netscape's breach of any of the representations and
warranties set forth in Section 21.3.  In connection with such indemnification,
Yahoo will (i) promptly notify Netscape in writing of any such claim and grant
Netscape control of the defense and all related settlement negotiations, and
(ii) cooperate with Netscape, at Netscape's expense, in defending or settling
such claim; provided that if any settlement results in any ongoing liability to,
or prejudices or detrimentally impacts Yahoo, and such obligation, liability,
prejudice or impact can reasonably be expected to be material, then such
settlement shall require Yahoo's written consent.  In connection with any such
claim, Yahoo may have its own counsel in attendance at all public interactions
and substantive negotiations at its own cost and expense.

22.  LIMITATION OF LIABILITY.  EXCEPT FOR THEIR RESPECTIVE OBLIGATIONS AND
LIABILITY UNDER SECTION 21.5, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO
THIS AGREEMENT OR THE TECHNOLOGY LICENSED HEREUNDER, WHETHER ARISING IN TORT
(INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF IT HAS BEEN INFORMED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 

23.  GENERAL.

     23.1.     GOVERNING LAW.  This Agreement shall be subject to and governed
in all respects by the statutes and laws of the State of California without
regard to the conflicts of laws principles thereof.  The Superior Court of Santa
Clara County and/or the United States District Court for the Northern District
of California shall have exclusive jurisdiction and venue over all controversies
in connection herewith, and each party hereby consents to such exclusive and
personal jurisdiction and venue.

     23.2.     ENTIRE AGREEMENT.  This Agreement, including the exhibits and
attachments referenced on the signature page hereto, 
constitutes the entire Agreement and understanding between the parties and
integrates all prior discussions between them related to its subject matter. No
modification of any of the terms of this Agreement shall be valid unless in
writing and signed by an authorized representative of each party.

     23.3.     ASSIGNMENT.[XXXX]

     23.4.     NOTICES.  All notices required or permitted hereunder shall be
given in writing addressed to the respective parties as set forth below and
shall either be (i) personally delivered, (ii) transmitted by postage prepaid
certified mail, return receipt requested, or (iii) transmitted by nationally-
recognized private express courier, and shall be deemed to have been given on
the date of receipt if delivered personally, or two (2) days after deposit in
mail or express courier. Either party may change its address for purposes hereof
by written notice to the other in accordance with the provisions of this
Subsection.  The addresses for the parties are as follows:

     Yahoo:                             Netscape:
     Yahoo! Inc.                        Netscape Communications Corporation
     3400 Central Expressway, Ste. 201  501 East Middlefield Road
     Santa Clara, CA  95051             Mountain View, CA 94043
     Fax:  (408) 731-3510               Fax: (415) 528-4123
     Attn: General Counsel              Attn: General Counsel

     23.5.     CONFIDENTIALITY.  All disclosures of proprietary and/or
confidential information in connection with this Agreement as well as the
contents of this Agreement, the financial arrangements described in this
Agreement, the Content Providers, advertising sales, end user information and
research related to the Service shall be governed by the terms of the Mutual
Confidential Disclosure Agreement attached hereto as Exhibit G.  The information
contained in the reports provided by each party hereunder 


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


shall be deemed the Proprietary Information of the disclosing party.
Notwithstanding the foregoing, Netscape may, in its sole discretion, make
publicly available the auditing of traffic results and indicate that Yahoo is
the source of the information. 

     23.6.     FORCE MAJEURE.  Neither party will be responsible for any 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, fire, floods or accidents.

     23.7.     WAIVER.  The waiver, express or implied, by either party of any
breach of this Agreement by the other party will not waive any subsequent breach
by such party of the same or a different kind.

     23.8.     HEADINGS.  The headings to the Sections and Subsections of this
Agreement are included merely for convenience of reference and shall not affect
the meaning of the language included therein.

     23.9.     INDEPENDENT CONTRACTORS.  The parties acknowledge and agree that
they are dealing with each other hereunder as independent contractors. Nothing
contained in this Agreement shall be interpreted as constituting either party
the joint venturer, employee or partner of the other party or as conferring upon
either party the power of authority to bind the other party in any transaction
with third parties.

     23.10.    SEVERABILITY. In the event any provision of this Agreement is
held by a court or other tribunal of competent jurisdiction to be unenforceable,
such provision shall be reformed only to the extent necessary to make it
enforceable, and the other provisions of this Agreement will remain in full
force and effect.

     23.11.    COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. For purposes hereof, a
facsimile copy of this Agreement, including the signature pages hereto, shall be
deemed to be an original.  Notwithstanding the foregoing, the parties shall
deliver original execution copies of this Agreement to one another as soon as
practicable following execution thereof.

     23.12     ATTORNEY'S FEES. In the event of any action, suit, or proceeding
brought by either party to enforce the terms of this Agreement, the prevailing
party shall be entitled to receive its costs, expert witness fees, and
reasonable attorneys fees and expenses, including costs and fees on appeal.


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


The parties have duly executed this Agreement as of the later of the two (2)
dates set forth below.

YAHOO:                                  NETSCAPE:
    
YAHOO! INC.                             NETSCAPE COMMUNICATIONS CORPORATION
    
By: /s/ JEFFREY MALLETT                 By: /s/ JENNIFER BAILEY
   -------------------------------         -------------------------------
Print Name: Jeffrey Mallett             Print Name: Jennifer Bailey
           -----------------------                 -----------------------
Title: Senior Vice President            Title: VP of Electronic Marketing
      ----------------------------            ----------------------------
Date: 3/17/97                           Date: 3/17/97
     -----------------------------           -----------------------------

Yahoo! Inc. Address:                    Netscape Address:
3400 Central Expressway, Ste. 201       501 East Middlefield Road
Santa Clara, CA  95051                  Mountain View, California  94043
USA                                     USA
Attention: General Counsel              Attention:  General Counsel
Facsimile:  (408) 731-3510              Facsimile:  (415) 528-4123
Email:  jplace@yahoo.com                Email:  roberta@netscape.com

Effective Date:____________________
Attached Exhibits:
     Exhibit A:     Pro Forma Layout of Service
     Exhibit B:     Netscape-Designated Content Providers
     Exhibit C:     Form of End User Registration
     Exhibit D:     Netscape Advertising Obligations
     Exhibit E:     Traffic Estimates
     Exhibit F:     Criteria for Content Provider Participation
     Exhibit G:     Mutual Non-Disclosure Agreement


                    [X]   CONFIDENTIAL TREATMENT REQUESTED

EX-10.38

                             TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement ("Agreement") is effective as of the _______
day of March, 1997 ("Effective Date") and is entered into by and between
Netscape Communications Corporation ("Netscape"), a Delaware corporation located
at 501 East Middlefield Road, Mountain View California 94043, and Yahoo! Inc.
("Yahoo"), a California corporation located at 3400 Central Expressway, Ste.
201, Santa Clara, California 95051.

                                     RECITALS

A.  Netscape owns and uses the name and/or trademark NETSCAPE, and U.S. Federal
    Trademark Reg. No. 2,027,552 therefor, in connection with its
    Internet-related software products, services and technology;

B.  Yahoo produces Web sites and performs other Internet-related services;

C.  Yahoo desires to use the trademark NETSCAPE in "Netscape Guide" and
    Netscape's "N" design horizon logo ("Logo") (the Logo, the phrase `Netscape
    Guide' and NETSCAPE being collectively referred to herein as the "Marks" as
    such Marks are more fully described in Exhibit A) as part of the title
    "Netscape Guide by Yahoo" in connection with Internet navigation and
    directory services;  and

D.  Netscape is willing to permit such use of the Marks under the terms and
    conditions set forth in this Agreement.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.  GRANT OF LICENSE.

    1.1    GRANT OF LICENSE.  Netscape hereby grants to Yahoo a non-exclusive,
nontransferable, worldwide license to use the Marks in the title "Netscape Guide
by Yahoo" solely in conjunction with Internet navigation and directory services
(the "Navigational Services") which shall, in part, promote Netscape's products
and services, may be jointly developed by Netscape and Yahoo, and which services
shall reside on Yahoo's Website deploying Yahoo's servers or such other mirror
site servers as Netscape shall approve.  Yahoo may only use the Marks as a
collective whole and shall not separately use any element or elements of the
Marks.  Notwithstanding the foregoing, Netscape acknowledges that it shall not
seek to prevent Yahoo from using the word "Guide" separate and apart from the
Marks.

    1.2    RESERVATION OF RIGHTS.  Netscape hereby reserves any and all rights
not expressly and explicitly granted in this Agreement, including Netscape's
right to authorize or license use of the Marks or any other trademarks or names
containing NETSCAPE, to any third party for use in connection with any goods and
services, including, but not limited to, Internet navigation and directory
services.


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


2.  LICENSE FEE.  For the rights granted to Yahoo herein, Yahoo shall pay
Netscape a one-time non-refundable license fee of Five Million Dollars
($5,000,000) at the time of the execution of this Agreement.  The license fee
due hereunder is exclusive of any applicable taxes.  Yahoo shall be responsible
for all applicable national, state and local taxes, value added or sales taxes,
exchange, interest, banking, collection and other charges and levies and
assessments pertaining to payments other than U.S. taxes based on Netscape's net
income.  If Yahoo is required by law to make any deduction or to withhold from
any sum payable to Netscape by Yahoo hereunder, (i) Yahoo shall effect such
deduction or withholding, remit such amounts to the appropriate taxing
authorities and promptly furnish Netscape with tax receipts evidencing the
payments of such amounts, and (ii)  the sum payable by Yahoo upon which the
deduction or withholding is based shall be increased to the extent necessary to
ensure that, after such deduction or withholding, Netscape receives and retains,
free from liability for such deduction or withholding, a net amount equal to the
amount Netscape would have received and retained in the absence of such required
deduction or withholding.

3.  OWNERSHIP OF MARKS.

    3.1    NETSCAPE OWNERSHIP.  Yahoo hereby acknowledges that Netscape is the
owner of the Marks, and any trademark applications and/or registrations thereto,
agrees that it will do nothing inconsistent with such ownership and agrees that
all use of the Marks by Yahoo shall inure to the benefit of Netscape.  Yahoo
agrees that nothing in this Agreement shall give Yahoo any right, title or
interest in the Marks other than the right to use the Marks in accordance with
this Agreement.  Yahoo agrees not to register or attempt to register the Marks
or the Logo as a trademark, service mark, Internet domain name, trade name, or
any similar trademarks or name, with any domestic or foreign governmental or
quasi-governmental authority which would be likely to cause confusion with the
Marks.  The provisions of this paragraph shall survive the expiration or
termination of this Agreement.

    3.2    OWNERSHIP BY YAHOO.  Netscape acknowledges that Yahoo is the owner
of Yahoo's trademarks and/or registrations thereto and agrees that it will do
nothing inconsistent with such ownership.  Yahoo's trademarks include the name
Yahoo and any derivative Yahoo-based mark and the Yahoo logo.

4.  USE OF THE MARKS; PROTECTION OF THE MARKS.

    4.1    PROPER USE.  Yahoo agrees that all use of the Marks shall only occur
in connection with the Navigational Services and shall be in strict compliance
with the terms of this Agreement.  Yahoo may use the Marks as set forth in
Section 1.1 as well as in connection with the promotion of the Navigational
Services.  Yahoo shall use the Marks in conformance with Netscape's trademark
guidelines ("Trademark Guidelines"), set forth in Exhibit B, which Trademark
Guidelines may be revised by Netscape from time to time.  Yahoo agrees not to
use any other trademark or service mark in combination with the Marks other than
as described in Section 1.1.  Yahoo has no right to sublicense, transfer or
assign the use of the Marks or use the Marks for any other purpose other than
the purpose described herein.  Yahoo may not use the Mark in connection with, or
for the benefit of, any third party's products or services.  Yahoo further
agrees not to use the Marks on any products or services that are deemed by
Netscape, in its reasonable judgment, to be directly, explicitly or maliciously
disparaging of Netscape or its products. or products that are themselves
unlawful or whose purpose is to encourage unlawful activities by others.

    4.2    QUALITY STANDARDS.  Yahoo agrees to maintain a consistent level of
quality of the Navigational Services performed in connection with the Marks
substantially equal to that found in Yahoo's existing Web site services.  Yahoo
further agrees to maintain a level of quality in connection with its use of the
Marks that is consistent with general industry standards.

    4.3    MONITORING BY NETSCAPE.  Yahoo acknowledges that Netscape has no
further obligations under this Agreement other than the right to periodically
monitor Yahoo's use of the Marks in conjunction with the Navigational Services.
Upon request by Netscape, Yahoo shall provide Netscape with representative
samples of each such use prior to the time the Marks are first published on the
Internet.  If


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


Netscape determines that Yahoo is using the Marks improperly, and/or in
connection with Navigational Services which do not meet the standards set forth
in Section 4.1 or Section 4.2, Netscape shall notify Yahoo, and Yahoo shall
remedy the improper use within two (2) business days following receipt of such
notice from Netscape.  Use of the Marks on goods or services other than the
Navigational Services or the promotion of the Navigational Services, or in a
manner inconsistent with the Trademark Guidelines, shall constitute material
breach of this Agreement.  If such material breach has not been cured within two
(2) business days following receipt of notice from Netscape, this Agreement
shall be terminated.

    4.4    LEGEND; DISCLAIMER.  Yahoo shall include with any online publication
of the Marks a trademark legend indicating that the Marks are those of Netscape,
used under license, and a disclaimer that Yahoo and not Netscape has produced
the Navigational Services and is responsible for the content thereof.

    4.5    NAVIGATIONAL SERVICES.  If Netscape reasonably determines that the
Navigational Services contains or presents any material that constitutes an
infringement of Netscape's trademark, patents, copyrights or trade secrets,
Netscape may immediately terminate the license grant described in Section 1.1 if
Yahoo has not revised, removed or delinked to such material to Netscape's
reasonable satisfaction within seven (7) business days of written notice from
Netscape.  If Netscape reasonably determines that the Navigational Services
contains or presents any material that could reasonably constitute a clear and
unambiguous infringement of a third party's copyright, trademark, patents or
trade secrets, Netscape and Yahoo shall confer and mutually agree on a proper
course of action.

5.  CONFIDENTIAL INFORMATION AND DISCLOSURE.  Unless required by law, and
except to assert its rights hereunder or for disclosures to its own employees on
a "need to know" basis, Yahoo agrees not to disclose the terms of this Agreement
or matters relating thereto without the prior written consent of Netscape, which
consent shall not be unreasonably withheld.

6.  TERMINATION

    6.1    TERM AND TERMINATION.  This Agreement and the term of the license
granted herein shall be perpetual unless terminated as provided in Section 4.3,
Section 4.5 or this Section 7.1.  Netscape shall have the right to terminate
this Agreement upon the occurrence of one or more of the following: (a) any
material breach by Yahoo of its obligations under this Agreement which remains
uncured for thirty (30) days or more following written notice of such breach
from Netscape, or (b) use of the Marks by Yahoo in a manner which is directly,
explicitly or maliciously disparaging of Netscape or its products and services
and which remains uncured for two (2) days following notice from Netscape.

    6.2    EFFECT OF TERMINATION.  Upon termination of the Agreement, Yahoo
agrees it shall immediately cease any and all use of the Marks.

7.  GENERAL

    7.1    GOVERNING LAW.  This Agreement shall be subject to and governed in
all respects by the statutes and laws of the State of California without regard
to the conflicts of laws principles thereof.  The Superior Court of Santa Clara
County and/or the United States District Court for the Northern District of
California shall have exclusive jurisdiction and venue over all controversies in
connection herewith, and each party hereby consents to such exclusive and
personal jurisdiction and venue.

    7.2    ENTIRE AGREEMENT.  This Agreement, including Exhibit A and Exhibit
B, constitutes the entire Agreement and understanding between the parties and
integrates all prior discussions between them related to its subject matter.  No
modification of any of the terms of this Agreement shall be valid unless in
writing and signed by an authorized representative of each party.

    7.3    ASSIGNMENT.  [XXXX].

    7.4    NOTICES.  All notices required or permitted hereunder shall be given
in writing addressed to the respective parties as set forth below and shall
either be (a) personally delivered; (b) transmitted by


                    [X]   CONFIDENTIAL TREATMENT REQUESTED



postage prepaid certified mail, return receipt requested; or (c) transmitted by
nationally-recognized private express courier, and shall be deemed to have been
given on the date of receipt if delivered personally, or two (2) days after
deposit in mail or express courier.  Either party may change its address for
purposes hereof by written notice to the other in accordance with the provisions
of this Subsection.  The addresses for the parties are as follows:

    YAHOO:                                  NETSCAPE:
    Yahoo! Inc.                             Netscape Communications Corporation
    3400 Central Expressway, Ste. 201       501 East Middlefield Road
    Santa Clara, CA  95051                  Mountain View, CA 94043
    Fax:  (408) 731-3510                    Fax: (415) 528-4123
    Attn: General Counsel                   Attn: General Counsel

    7.5    FORCE MAJEURE.  Neither party will be responsible for any 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, fire, floods or accidents.

    7.6    WAIVER.  Any waiver, either expressed or implied, by either party of
any default by the other in the observance and performance of any of the
conditions, covenants of duties set forth herein shall not constitute or be
construed as a waiver of any subsequent or other default.

    7.7    HEADINGS.  The headings to the Sections and Subsections of this
Agreement are included merely for convenience of reference and shall not affect
the meaning of the language included therein.

    7.8    INDEPENDENT CONTRACTORS.  The parties acknowledge and agree that
they are dealing with each other hereunder as independent contractors.  Nothing
contained in the Agreement shall be interpreted as constituting either party the
joint venture or partner of the other party or as conferring upon either party
the power of authority to bind the other party in any transaction with third
parties.

    7.9    SURVIVAL. The provisions of Section 1.2 (Reservation of Rights), 3
(Ownership of Marks), 4.4 (Legend; Disclaimer), 5 (Confidential Information and
Disclosure), 6.2 (Effect of Termination) and 7 (General) will survive any
termination of this Agreement.

    7.10   EQUITABLE RELIEF.  Yahoo recognizes and acknowledges that a breach
by Yahoo of this Agreement will cause Netscape irreparable damage which cannot
be readily remedied in monetary damages in an action at law, and may, in
addition thereto, constitute an infringement of the Marks.  In the event of any
default or breach by Yahoo that could result in irreparable harm to Netscape or
cause some loss or dilution of Netscape's goodwill, reputation, or rights in the
Marks, Netscape shall be entitled to immediate injunctive relief to prevent such
irreparable harm, loss, or dilution in addition to any other remedies available.

    7.11   SEVERABILITY.  Except as otherwise set forth in this Agreement, the
provisions of this Agreement are severable, and if any one or more such
provisions shall be determined to be invalid, illegal or unenforceable, in whole
or in part, the validity, legality and enforceability of any of the remaining
provisions or portions thereof shall not in any way be affected thereby and
shall nevertheless be binding between the parties hereto.  Any such invalid,
illegal or unenforceable provision or portion thereof shall be changed and
interpreted so as to best accomplish the objectives of such provision or portion
thereof within the limits of applicable law.

    7.12   ATTORNEY'S FEES.  In the event of any action, suit, or proceeding
brought by either party to enforce the terms of this Agreement, the prevailing
party shall be entitled to receive its costs, expert witness fees, and
reasonable attorneys fees and expenses, including costs and fees on appeal.


                    [X]   CONFIDENTIAL TREATMENT REQUESTED



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



YAHOO! INC.                            NETSCAPE COMMUNICATIONS
                                       CORPORATION


By: /s/ JEFFREY MALLETT                By: /s/ JENNIFER BAILEY
   -------------------------------        -------------------------------
Print Name: Jeffrey Mallett            Print Name: Jennifer Bailey
           -----------------------                -----------------------
Title: Senior Vice President           Title: VP of Electronic Marketing
      ----------------------------           ----------------------------
Date: 3/17/97                          Date: 3/17/97
     -----------------------------          -----------------------------


                    [X]   CONFIDENTIAL TREATMENT REQUESTED



                                      EXHIBIT A

                                 MARK SPECIFICATIONS

NETSCAPE

Netscape Guide

"N" Design Horizon Logo: (as described in the Corporate Signature Kit, included
in Exhibit B.)


                    [X]   CONFIDENTIAL TREATMENT REQUESTED


                                      EXHIBIT B

                                 TRADEMARK GUIDELINES












                    [X]   CONFIDENTIAL TREATMENT REQUESTED

EX-10.39

[NETSCAPE LOGO]
                         NETSCAPE COMMUNICATIONS CORPORATION
                       U.S. ENGLISH-LANGUAGE NET SEARCH PROGRAM
                         PREMIER PROVIDER SERVICES AGREEMENT
                                           
      OBJECTIVE:  To direct users of a Netscape client software Internet browser
product (including the Netscape Navigator 2.x and subsequent versions of
Netscape client software) ("BROWSER") to U.S. English-language Internet search
and directory services.

TERMS AND CONDITIONS:
1.  PREMIER PROVIDER.  The entity ("PREMIER PROVIDER") named on the signature
page to this agreement ("AGREEMENT") is a premier search and directory service
for the U.S. English-language HTML page accessible by the public via the
Internet at the Universal Resource Locator ("URL")
http://home.netscape.com/home/internet-search., or such other URL as Netscape
may designate from time to time in writing (the "PAGE").  The Page is part of
the collection of U.S. English-language HTML documents accessible by the public
via the Internet at the URL http://home.netscape.com and/or at such other URL or
URL's as Netscape may designate ("NETSCAPE'S U.S. ENGLISH-LANGUAGE WEB SITE"). 
The Page may also be accessed by users of the Netscape-distributed
English-language version of the Browser by pressing or "clicking" on the Net
Search Button, by visiting the Page by way of a bookmark pre-loaded in certain
versions of the Browser toolbar as described herein, or such other methods may
specify from time to time provided that the end users are being directed for the
primary purpose of searching the Internet.  Notwithstanding the foregoing,
Netscape reserves the right to determine other means whereby users may access
pages which provide Internet search and directory services on Netscape's U.S.
English-language Web Site including, but not limited to, through the use of
mirror sites and pointers based on a user's IP address, and which pages are
separate and distinct from the Page described in this Agreement.

2.  PREMIER PERIOD.  Netscape will maintain the Premier Graphic, as defined
below, on the Page for the following one-year period ("PREMIER PERIOD"):

          From:  May 1, 1997

          Until:  April 30, 1998

3.  SERVICES PROVIDED BY NETSCAPE.

    3.1. PREMIER GRAPHIC.  The Premier Provider will supply Netscape with HTML
and/or GIF files, or files of such other format as may be designated from time
to time in writing by Netscape, which conform to the specifications in Exhibit A
("PREMIER GRAPHIC") which Netscape will place on the Page during the Premier
Period.  Premier Provider shall retain all right, title and interest in and to
the Premier Graphic (including the copyright ownership thereof), and Premier
Provider hereby grants Netscape a royalty-free worldwide license, without
payment or other charge therefor, to use, display, perform, reproduce and
distribute the Premier Graphic, and such other licenses with respect to the
Premier Graphic necessary to fulfill the intention of 

                     [X] CONFIDENTIAL TREATMENT REQUESTED



this Agreement.  The Premier Graphic shall contain a functional search field
and, if available, directory tree.  The specifications of the Premier Graphic
and its placement on the Page are set forth on Exhibit A hereto, and Premier
Provider's compliance with the content as well as the technical, visual and
functional specifications set forth in Exhibit A are a material obligation of
Premier Provider under this Agreement.  Netscape may, upon notice to Premier
Provider, revise Exhibit A, provided that the Premier Graphics for each of the
participants in this U.S. English-language Net Search Program -- Premier
Provider shall remain the largest and most prominent category of search graphics
on the Page.

    3.2. STACK.  Netscape will produce the Page as set forth on Exhibit A.  The
Premier Graphic of each of the services appearing in the Premier Provider
category will appear to be overlapped in a stack (the "STACK").  A Premier
Graphic will be accessible by the end user by pressing or "clicking" on a tab
for the relevant Premier Provider's service.  Netscape will produce the Page
such that when an end user presses or "clicks" on hypertext links ("PREMIER
LINKS") placed by Premier Provider on the Premier Graphic, the end user's
Browser will access Premier Provider's applicable HTML pages located at the
applicable URL's ("PREMIER URL'S") for such pages on the collection of
English-language HTML documents Premier Provider maintains as its primary web
site whose home page is located at the URL http://www.yahoo.com ("PREMIER
PROVIDER'S WEB SITE").

    3.3. ROTATION.  Netscape will rotate the display of Premier Graphics which
will appear on the top of the Stack when the Page is served to an end user who
has not selected a Premier Graphic as a default, as described in Section 3.4. 
Subject to the provisions of Section 3.4, Premier Provider's Premier Graphic
will appear on the top of the Stack [XXXX] of the time in which the Page is
served up to end users who have not selected a particular Premier Graphic or
selected a default Premier Graphic when accessing the Page.  Premier Provider
acknowledges that the above-stated rotation percentage is an annualized target. 
Netscape shall use reasonable commercial efforts to serve up the Premier Graphic
at such rotation frequency with a variance of [XXXX] throughout the Premier
Period.  Netscape shall use reasonable commercial efforts to adjust the rotation
percentage so that Premier Provider's Premier Graphic receives this level of
rotated Exposures on a [XXXX].

    3.4. END USER DEFAULT.  Netscape shall produce the Page such that the end
user may select which Premier Graphic, or the Premier Graphic provided by
certain marquee providers participating in the net search program, the end user
would prefer to have served on the top of the Stack.  If an end user selects a
default Premier Graphic, the Premier Graphic selected by the end user will be
served on top of the Stack when that end user accesses the Page.  If an end user
has elected to have a particular Premier Graphic appear on top of the Stack on a
default basis, the other Premier Graphics will not appear on the top of the
Stack unless selected by the end user.


    3.5. ALPHABETICAL LISTING.  Premier Provider will supply Netscape with text
describing Premier Provider's search ("Alphabetical Text"), which shall be no
more than fifty (50) words in length and which Alphabetical Text Netscape may
edit in Netscape's sole discretion. (The Alphabetical Text together with Premier
Provider's name are collectively referred to herein as the "ALPHABETICAL
LISTING").  During the Premier Period, Netscape will place the Alphabetical
Listing on an HTML page linked to the Page and which linked HTML page lists
Internet search services (the "ALPHA PAGE").  Netscape will produce the Alpha
Page such that when an end user presses or clicks on a link ("ALPHABETICAL
LINK") embedded in the Alphabetical Listing, the end user's Browser will access
Premier Provider's applicable HTML page located at the applicable URL for such
page on Premier Provider's Web Site ("ALPHABETICAL URL").  Premier Provider
hereby grants Netscape a worldwide license to use, display, perform, reproduce
and distribute the Alphabetical Listing, Alphabetical Link and Alphabetical URL
and such other licenses with respect to the Alphabetical Listing, Alphabetical
Link and Alphabetical URL necessary to fulfill the intention of this Agreement. 
    
                     [X] CONFIDENTIAL TREATMENT REQUESTED

                                         -2-



    3.6. PAGE SPECIFICATIONS.  The specifications of the Premier Graphic, the
Stack, the Alphabetical Listing and their placement on the Page and Alpha Page
are set forth on Exhibit A hereto;  provided however, that Netscape may, within
reasonable limits and upon notice to Premier Provider, (i) change the location
of the Stack on the Page, the Premier Graphic or the Alphabetical Listing on the
Page or Alpha Page, (ii) redesign or reconfigure the Stack, the Page, the Alpha
Page, Netscape's U.S. English-language Web Site, and/or the manner in which an
end user interacts with any of the pages of Netscape's U.S. English-language Web
Site, or (iii) revise Exhibit A, and Premier Provider shall promptly, and in any
event, within no more than thirty (30) days following receipt of the notice,
supply Netscape with a revised Premier Graphic and Alphabetical Listing which
conform to the specifications of the revised Exhibit A.  In the event that
Netscape revises Exhibit A and Premier Provider must supply conforming
materials, such conforming materials shall be received by Netscape and fully
functional within five (5) days (excluding holidays) prior to the revised
Premier Graphic, Stack or Alphabetical Listing being posted on Netscape's U.S.
English-language Web Site.  If Netscape has not received such revised and
conforming materials within such five (5) day time period described above, or if
the materials supplied by Premier Provider do not function in accordance with
the specifications set by Netscape, then Netscape shall either (i) post previous
versions of Premier Provider's supplied materials, or (ii) make such changes as
necessary to bring the materials into conformity with the new specifications,
until such time as the specifications of Exhibit A are again revised.  The
schedule of planned updates for the Page are set forth in Exhibit E, as such
Exhibit E may be revised from time to time.

    3.7. UPDATE OF PREMIER GRAPHIC.  Premier Provider may elect to revise or
update its Premier Graphic, provided that such Premier Graphic complies with the
specifications of Exhibit A.  Netscape shall provide Premier Provider with a
schedule of material due dates and planned Page updates.

    3.8. EMERGENCY ENGINEERING SUPPORT.  Netscape will provide, free of charge,
up to one (1) hour per month of emergency engineering support services time to
help Premier Provider service any newly revised Premier Graphic so that the
Premier Graphic complies with the new specifications.  Netscape will use
reasonable commercial efforts promptly to remedy any material malfunctioning of
the tabbing mechanism for the Premier Graphics, any material misplacement of the
Alphabetical Listing or any material malfunctioning of the Premier Links or
Alphabetical Link under the control of Netscape, provided Premier Provider will
fully cooperate with Netscape to remedy any such material malfunctioning or
misplacement, and provided further that Netscape shall not incur liability for
any failure to remedy such material malfunctioning or misplacement if such
remedy is not within the reasonable control of Netscape. Premier Provider may
report malfunctions to Netscape at the email address srchprod@netscape.com. 
Notwithstanding the foregoing, Netscape has no obligation to perform services in
connection with malfunctions resulting from software not supplied by Netscape. 

4.  ADDITIONAL PREMIER PROVIDER BENEFITS.

    4.1. ADVERTISING SERVICES.  Netscape will make available, on a pro rata
basis during the term of this Agreement, total advertising services valued at
the level set forth in Section 7.1.  During the Premier Period, Premier Provider
may purchase additional advertising on Netscape's U.S. English-language Web Site
for advertising that will run during the Premier Period for the service of
Premier Provider at a [XXXX] off Netscape's then standard rates for such
advertising.  Premier Provider shall execute Netscape's Sponsorship Agreement, a
copy of which is attached as Exhibit C, with respect to postings of Premier
Provider's advertisement ("PREMIER PROVIDER'S ADVERTISEMENT").  Premier Provider
and Netscape shall mutually agree to the schedule and the placement of Premier
Provider's Advertisement on Netscape's U.S. English-language Web Site.  Premier
Provider shall supply Netscape with the graphic files and other materials and
information within the timeframes and as set forth in the specifications of the
applicable Netscape 

                     [X] CONFIDENTIAL TREATMENT REQUESTED

                                         -3-




advertising program and as reasonably requested by Netscape to produce the
Premier Provider's Advertisement.  Premier Provider's Advertisement shall not
contain any Internet search functionality as such Premier Provider's
Advertisement is served to end users.

    4.2. LIMIT ON PREMIER PROVIDERS.  Netscape shall limit the number of
companies whose tabs appear on the Stack at any one time to a total of five (5)
entities, including the "NameMe" provider.

    4.3. PRESET BOOKMARK.  Netscape shall include a graphic HTML link to
Premier Provider's URL ("PREMIER PROVIDER'S BOOKMARK") in the bookmark section
of the Netscape Communicator client software versions 4.x.  Premier Provider
hereby acknowledges that Premier Provider's Bookmark, although preset in the
shipping version of the Netscape Communicator 4.x distributed by Netscape, may
be reconfigured, customized or deleted by an end user.  Should a user upgrade
their version of the Communicator, the bookmarks which the user has loaded at
the time of the upgrade will be carried forward and installed as part of the
upgraded Communicator software.

    4.4. INFOBLOCK.  Premier Provider shall be accorded consideration for the
possible inclusion of Premier Provider's service as a default "Infoblock", or
similar opportunity, in Netscape's Constellation client software, subject to
terms and conditions as Netscape may determine in its sole discretion.

5.  EXPOSURE GUARANTEE

    5.1. OCCURRENCE OF EXPOSURES.  An exposure ("EXPOSURE") occurs upon the
serving up to an end user of:  (i) Premier Provider's Premier Graphic on the top
of the Stack, (ii)  Premier Provider's Web Site as a result of an end user
clicking on a link (other than Premier Links) to Premier Provider's Web Site on
Netscape's U.S. English-language Web Site, (iii) the page on Premier Provider's
Web Site linked to Premier Provider's Bookmark (the "BOOKMARKED PAGE") in
conjunction with the program described in this Agreement, or (iv) other Premier
Provider content as a consequence of an end user accessing a promotional page on
Netscape's U.S. English-language Web Site if the parties agree that such
promotional page traffic shall constitute an Exposure.  The parties acknowledge
that an end user selecting Premier Provider's search service as a link off of an
Internet navigational service co-branded by the parties shall be included in the
definition of an Exposure.  The Premier Graphic may be served on the top of the
Stack to an end user by the following means:  (i)  the Premier Graphic appears
as part of the Stack rotation, as described in Section 3.3, (ii)  the Premier
Graphic has been set as an end user's default selection, as described in Section
3.4, and (iii)  an end user selects or clicks on the Premier Graphic tab in the
Stack.

    5.2. MINIMUM GUARANTEED EXPOSURES.  Netscape guarantees that the Premier
Graphic and the Bookmarked Page shall receive no fewer than a combined total of
[XXXX] (such number of Exposures being referred to as the "MINIMUM GUARANTEED
EXPOSURES") during the Premier Period.

    5.3  MAKE-GOOD.  If, at the end of the Premier Period, Premier Provider's
content has not, in the aggregate, received total Exposures equal to or greater
than the Minimum Guaranteed Exposures, and provided that Premier Provider has
complied with its obligations hereunder, Netscape will:  (i)  continue to place
the Premier Graphic on the Page as specified in Section 3 beyond the end of the
Premier Period until such time as the Minimum Guaranteed Exposures have been
achieved, or (ii)  deliver to Premier Provider a program of equivalent value as
a remedy for the shortfall in Exposures. 


                     [X] CONFIDENTIAL TREATMENT REQUESTED



                                         -4-



6.  PREMIER PROVIDER OBLIGATIONS.  In addition to the other obligations set
forth herein, Premier Provider shall:

    6.1. NETSCAPE NOW. Premier Provider shall display the "Netscape Now" button
[XXXX], and use reasonable commercial efforts to include the following statement
(or a statement designated by Netscape and generally used by Netscape as a
successor to the following statement or in connection with any successor program
to Netscape's Netscape Now program) next to the Netscape Now button: "This site
is best viewed with Netscape Navigator 3.0.  Download Netscape Now!" (or such
higher non-beta version as is then available).  Premier Provider will produce
the page such that when an end user presses or clicks on the Netscape Now button
(or such other button used in connection with any successor program to the
Netscape Now program), the end user's Internet client software will access the
applicable HTML page located at a URL supplied by Netscape. On any page on which
the Netscape Now button, or a successor button, is displayed, the Netscape Now
button shall be top-most and left-most, and equal in size and prominence than
the virtual button or other graphic for any third party Internet client software
or software provider other than dedicated function software in the appropriate
topical area (e.g., personal finance).    Premier Provider shall use reasonable
commercial efforts promptly to remedy any misplacement of the Netscape Now
button on its home page or other pages or any malfunctioning of the button,
provided Netscape will fully cooperate with Premier Provider to remedy any such
misplacement or malfunctioning, and provided further that Premier Provider shall
not incur liability for any failure to remedy such misplacement or
malfunctioning if such remedy is not within the reasonable control of Premier
Provider. In the event that Netscape replaces the Netscape Now program with a
successor program, Netscape shall advise Premier Provider and Premier Provider
shall produce the page to conform to such successor program, provided Premier
Provider's obligations under such successor program shall not be materially
increased.  Netscape hereby grants Premier Provider a nonexclusive,
nontransferable, nonassignable, nonsublicensable license to perform and display
the Netscape Now button directly in connection with fulfilling the foregoing
obligation.  Premier Provider's use of the Netscape Now button shall be in
accordance with Netscape's reasonable policies regarding advertising and
trademark usage as established from time to time by Netscape, including the
guidelines of the Netscape Now Program published on Netscape's U.S.
English-language Web Site.  Premier Provider acknowledges that the Netscape Now
button is a proprietary logo of Netscape and contains Netscape's trademarks.  In
the event that Netscape determines that Premier Provider's use of the Netscape
Now button is inconsistent with Netscape's quality standards, then Netscape
shall have the right to suspend immediately such use of the Netscape Now button.
Premier Provider understands and agrees that the use of the Netscape Now button
in connection with this Agreement shall not create any right, title or interest
in or to the use of the Netscape Now button or associated trademarks and that
all such use and goodwill associated with the Netscape Now button and associated
trademarks will inure to the benefit of Netscape. Premier Provider agrees not to
register or use any trademark that is similar to the Netscape Now button.
Premier Provider further agrees that it will not use the Netscape Now button in
a misleading manner or otherwise in a manner that could tend to reflect
adversely on Netscape or its products.  If Premier 

                         [X] CONFIDENTIAL TREATMENT REQUESTED



                                         -5-




Provider fails to honor the commitment set forth in this Section 6.1, Netscape
be relieved of its obligations described in Section 5.3;

    6.2. SERVER SOFTWARE.  [XXXX] of Netscape core Web server software product
(currently comprised of Netscape Enterprise Server and Netscape FastTrack
Server) to maintain Premier Provider's Web Site and, if requested, provide
Netscape of evidence of such use. Netscape will provide Premier Provider with
"Expert-Expert" product support, as described in Exhibit F, free of charge for
any Netscape software deployed by Premier Provider in accordance with this
obligation;

    6.3. SITE FEATURES.  [XXXX] of HTML Frames, layers, dynamic HTML pages,
Java, JavaScript or the then current client software technology (or subsequent
features displayable by the Browser, within the beta testing period of the
availability of such features) ("SITE FEATURES") for display with those Internet
software clients capable of displaying the Site Features [XXXX] as the parties
shall mutually agree.  Netscape shall use reasonable commercial efforts to help
Premier Provider implement changes in order to comply with new Site Features;

    6.4. MAILTO LINK.  Include on the page served to an end user in conjunction
with the results of the end user's search query a "mailto" link which users of
Premier Provider's service can use to direct questions or help requests to
Premier Provider.  Netscape shall also include such a "mailto" link on the Page.
Premier Provider will use reasonable efforts to reply promptly to any such
question or help request; 

    6.5. NO DISABLING.  Not provide or implement any means or functionality
which would (i)  alter or modify, or enable end users to alter or modify, the
Browser standard user interface or configuration, (ii)  disable any
functionality of the Browser or any other Internet browser software, or (iii)
modify the functioning of pages served from Netscape's U.S. English-language Web
Site.  If Premier Provider fails to honor the commitment set forth in this
Section 6.5, Netscape be relieved of its obligations described in Section 5.3;
and

7.  PAYMENT TO NETSCAPE.

    7.1. PAYMENT.  For the benefits and services provided by Netscape to
Premier Provider for the one (1) year Premier Period, Premier Provider shall pay
Netscape a total of $4,700,000 (the "PAYMENT") comprised of the following:

    Participation in the Net Search Program      $3,125,000

    Other fees, including: engineering services to create Premier
    Provider's Bookmark; inclusion of Premier Provider's Bookmark in
    Communicator 4.x;  redesign of the Net Search Page; and advertising
    services on Netscape's U.S. English-language Web Site during the term
    of this Agreement.  $1,575,000

    7.2  TIMING OF PAYMENT.  Premier Provider shall pay the Payment as follows: 

         $1 million upon the execution of this Agreement; 

         $1,400,000 on or prior to June 30, 1997 (less a credit of $400,000 to
         be applied against this portion of the Payment pursuant to
         Section 7.7); 

         $1,000,000 on or prior to September 30, 1997 (less a credit of 
         $400,000 to be applied against this portion of the Payment pursuant to
         Section 7.7);

         $1,000,000 on or prior to December 31, 1997 (less a credit of 
         $400,000 to be applied against this portion of the Payment pursuant to
         Section 7.7); and


                                         -6-

                         [X] CONFIDENTIAL TREATMENT REQUESTED






         $300,000 on or prior to March 31, 1998 (all of which shall be a credit
         to be applied against this portion of the Payment pursuant to
         Section 7.7).

    7.3. OVERAGE PAYMENTS.  If, during the Premier Period, the number of 
Premier Provider's Exposures exceeds the number of Minimum Guaranteed 
Exposures, Premier Provider shall remit to Netscape additional payments 
("OVERAGE PAYMENTS") equal to seventeen dollars ($17.00) per One Thousand 
(1,000) Exposures received in excess of the Minimum Guaranteed Exposures, 
subject to the terms of Section 7.4.  Netscape shall invoice Premier Provider 
on a quarterly basis for such Overage Payments, Premier Provider shall remit 
to Netscape eighty-eight percent (88%) of such Overage Payment (the "PAYABLE 
PORTION") within thirty (30) days of receipt of such invoice and Premier 
Provider shall immediately grant to Netscape a credit, for application 
against the cost of Netscape's participation in advertising programs on 
Premier Provider's Web Site in accordance with Section 7.7, equal to twelve 
percent (12%) of such Overage Payment (the "CREDIT PORTION"). Notwithstanding 
the foregoing, in calendar year 1997, cash payments by Premier Provider to 
Netscape hereunder shall not exceed Six Million Dollars ($6,000,000). Any 
payment amounts in excess of such amounts shall be paid to Netscape before 
March 31, 1998.

    7.4. PAYMENT CAP.  Notwithstanding the foregoing, the total amount 
payable by Premier Provider to Netscape as described in this Section 7 shall 
not exceed Nine Million Dollars ($9,000,000) (the "PAYMENT CAP") including 
all amounts due under Section 7.1 and Section 7.3.  If, at any time, Premier 
Provider's payments to Netscape, in the aggregate, approaches eighty percent 
(80%) of the Payment Cap, Netscape may, in its sole discretion, (1) modify 
the location of Premier Provider's tab on the Stack, (2) modify the location 
of Premier Provider's listing in the window that allows end users to select 
a default Premier Graphic as described in Section 3.4 (End User Default), or 
(3) reduce the rotation percentage, as described in Section 3.3, down to zero 
percent (0%). In no event shall Premier Provider be removed from the display 
of tabs in the Stack.

    7.5. INTEREST.  Any portion of the Payment or the Overage Payments which
has not been paid to Netscape within the applicable time set forth above shall
bear interest at the lesser of (I) one percent (1%) per month, or (ii) the
maximum amount allowed by law.

    7.6. TAXES.  All payments due hereunder are exclusive of any applicable
taxes.  Premier Provider shall be responsible for all applicable national, state
and local taxes, value added or sales taxes, exchange, interest, banking,
collection and other charges and levies and assessments pertaining to payments
other than U.S. taxes based on Netscape's net income.  If Premier Provider is
required by law to make any deduction or to withhold from any sum payable to
Netscape by Premier Provider hereunder, (I)  Premier Provider shall effect such
deduction or withholding, remit such amounts to the appropriate taxing
authorities and promptly furnish Netscape with tax receipts evidencing the
payments of such amounts, and (ii)  the sum payable by Premier Provider upon
which the deduction or withholding is based shall be increased to the extent
necessary to ensure that, after such deduction or withholding, Netscape receives
and retains, free from liability for such deduction or withholding, a net amount
equal to the amount Netscape would have received and retained in the absence of
such required deduction or withholding.

    7.7. CREDIT AGAINST PAYMENT.  Premier Provider shall provide Netscape 
with committed advertising inventory and services valued at One Million Five 
Hundred Thousand Dollars ($1,500,000) as such inventory and services are 
valued based on Premier Provider's advertising rate card, and Netscape will 
provide to Premier Provider a total credit of One Million Five Hundred 
Thousand Dollars ($1,500,000) to be applied against the Payment otherwise due 
under this Agreement as described in Section 7.2, as such credit is 
determined by the value of the advertising services Netscape receives from 
Premier Provider based on Premier Provider's advertising rate card.  Such 
advertising inventory and services shall be mutually agreed upon by the 
parties including placement and available advertising key words or other 
value added targeting services.

8.  USAGE REPORTS.

    8.1. PROVIDE USAGE REPORTS.  Netscape and Premier Provider will each
provide the other, via email to the email address set forth below, with usage
reports ("USAGE REPORTS") containing the information and in the format set forth
in Exhibit B hereto.  The Usage Reports shall cover each one-month time period
of the Premier Period, and the parties shall use reasonable commercial efforts
to deliver the Usage Reports within thirty (30) days following the end of each
month.  If, due to technical problems, a party is unable to provide any portion
of a Usage Report in any given month, the previous month's Usage Report data
will be substituted as a proxy for the unavailable data.  The parties may, by
mutual written agreement, alter the content and format of the Usage Reports. 
Once every quarter during the Premier Period, Netscape shall engage an
independent auditor to audit the Usage Reports submitted to Premier Provider
hereunder.  During Netscape's normal business hours and at Premier Provider's
expense, 

                                         -7-

                         [X] CONFIDENTIAL TREATMENT REQUESTED




Premier Provider shall have the right to audit Netscape's Usage Reports during
the Premier Period and for two months after the end of the Premier Period.  If
such audit shows that Premier Provider has overpaid at the end of the Premier
Period, such overpayment shall be corrected by Premier Provider's presence on
the Page being extended after the Premier Period for such time until Premier
Provider has received the Exposures which are commensurate with the total
amount, including credits, paid to Netscape hereunder.

    8.2. NO LIABILITY.  NETSCAPE AND PREMIER PROVIDER WILL USE REASONABLE
COMMERCIAL EFFORTS TO ENSURE THE TIMELY DELIVERY, ACCURACY AND COMPLETENESS OF
THE USAGE REPORTS, BUT NEITHER PARTY WARRANTS THAT THE USAGE REPORTS WILL
CONFORM TO ANY PUBLISHED NUMBERS AT ANY GIVEN TIME.  NEITHER PARTY SHALL BE HELD
LIABLE FOR ANY CLAIMS AS THEY RELATE TO UNAUDITED USAGE REPORTS.

9.  TERMINATION.
    9.1. TERMINATION ON BREACH.  Either party may terminate this Agreement if
the other party materially breaches its obligations hereunder and such breach
remains uncured for fifteen (15) days following notice to the breaching party of
the breach or as otherwise provided in Section 10.

    9.2. EFFECT OF TERMINATION. Except as specifically provided otherwise in
this Agreement, upon termination of the Agreement, all rights and obligations
hereunder shall cease and each party will promptly and at the direction of the
other party, either return or destroy, and will not take or use, any items of
any nature that belong to the other party and all items containing or related to
Confidential Information of the other party with the exception of information
contained in the Usage Reports.  Notwithstanding the foregoing, if this
Agreement is terminated by Premier Provider, or is terminated by Netscape
because of a breach by Premier Provider, Premier Provider shall remain liable
for the value of the payments which are due or, but for the breach, would
otherwise become due and payable under the terms of this Agreement.  The
following provisions shall survive the expiration or termination of this
Agreement for any reason:  Section 7.6 (Taxes), Section 8.2 (No Liability),
Section 9.2 (Effect of Termination), Section 11 (Responsibility), Section 12
(Limitation of Liability), and Section 13 (General). 

10. RIGHT TO REFUSE.  Netscape will have the right to review the contents and
format of the Premier Graphic, the Alphabetical Listing, the Bookmarked Page and
Premier Provider's Advertisement.  If Netscape, in its reasonable discretion, at
any time determines that the Premier Graphic, the Alphabetical Listing, the
Bookmarked Page or Premier Provider's Advertisement contains any material, or
presents any material in a manner, that Netscape deems likely to lead to
material injury, damage or liability to Netscape, Netscape will inform Premier
Provider of the reason Netscape has made such determination and may (i) refuse
to include the Premier Graphic or the Alphabetical Listing in the Page or
Premier Provider's Advertisement on Netscape's U.S. English-language Web Site,
and/or (ii) immediately terminate this Agreement if Premier Provider has not
revised to Netscape's reasonable satisfaction the Premier Graphic, the
Alphabetical Listing, the Bookmarked Page or Premier Provider's Advertisement
within one (1) business day of written notice from Netscape; provided, however,
that such determination shall not be based on competitive reasons not related to
Netscape's core business.  If Netscape, in its reasonable discretion, at any
time determines that, within one (1) click away from the Net Search Program
portion of Netscape's U.S. English-language Web Site (and not including search
results), Premier Provider's Web Site contains any material, or presents any
material in a manner, that Netscape deems inappropriate for any reason, Netscape
may immediately terminate this Agreement if Premier Provider has not revised
such material or presentation within seven (7) business days of written notice
from Netscape.  Netscape reserves the right to refuse to include in the Page any
Premier Graphic, or any Alphabetical Listing in the Alpha Page, that does not 


                                         -8-

                         [X] CONFIDENTIAL TREATMENT REQUESTED



completely conform to the specifications set forth in Exhibit A, and any Premier
Provider's Advertisement that does not completely conform to the specifications
of the applicable advertising program.

11. RESPONSIBILITY.  Premier Provider is solely responsible for any legal
liability arising out of or relating to (I) the Premier Graphic, the
Alphabetical Listing, Premier Provider's Bookmark, the Bookmarked Page and
Premier Provider's Advertisement, and/or (ii) any material to which users can
link, within one (1) click away, through the Premier Graphic, the Alphabetical
Listing, Premier Provider's Bookmark, the Bookmarked Page and Premier Provider's
Advertisement but not including search results.  Premier Provider represents and
warrants that it holds the necessary rights to permit the use of the Premier
Graphic, the Alphabetical Listing, the Premier URL, the Alphabetical URL, the
Premier Links, the Alphabetical Link, Premier Provider's Bookmark, the
Bookmarked Page and Premier Provider's Advertisements by Netscape for the
purpose of this Agreement; and that the permitted use, reproduction,
distribution, or transmission of the Premier Graphic, the Alphabetical Listing,
Premier Provider's Bookmark, the Bookmarked Page, Premier Provider's
Advertisements and any material to which users can link, within one (1) click
away, through the Premier Graphic, Alphabetical Listing, Premier Provider's
Bookmark, the Bookmarked Page and Premier Provider's Advertisements will not
violate any criminal laws or any rights of any third parties, including, but not
limited to, infringement or misappropriation of any copyright, patent,
trademark, trade secret, music, image, or other proprietary or property right,
false advertising, unfair competition, defamation, invasion of privacy or rights
of celebrity, violation of any antidiscrimination law or regulation, or any
other right of any person or entity, or otherwise violate any applicable local,
state, national or international law.  Premier Provider agrees to indemnify
Netscape and to hold Netscape harmless from any and all liability, loss,
damages, claims, or causes of action, including reasonable legal fees and
expenses that may be incurred by Netscape, arising out of or related to Premier
Provider's breach of any of the foregoing representations and warranties. In
connection with such indemnification, Netscape will (i) promptly notify Premier
Provider in writing of any such claim and grant Premier Provider control of the
defense and all related settlement negotiations, and (ii) cooperate with Premier
Provider, at Premier Provider's expense, in defending or settling such claim;
provided that if any settlement results in any ongoing liability to, or
prejudices or detrimentally impacts Netscape, and such obligation, liability,
prejudice or impact can reasonably be expected to be material, then such
settlement shall require Netscape's written consent.  In connection with any
such claim, Netscape may have its own counsel in attendance at all public
interactions and substantive negotiations at its own cost and expense.

12. LIMITATION OF LIABILITY.  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR
NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THE
LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER (EXCEPT FOR
DAMAGES OR ALLEGED DAMAGES ARISING UNDER SECTION 11) WHETHER IN CONTRACT OR TORT
OR ANY OTHER LEGAL THEORY IS LIMITED TO AND SHALL NOT EXCEED THE PAYMENT DUE
FROM PREMIER PROVIDER HEREUNDER.

13. GENERAL.

    13.1.     GOVERNING LAW.  This Agreement shall be subject to and governed
in all respects by the statutes and laws of the State of California without
regard to the conflicts of laws principles thereof.  The Superior Court of Santa
Clara County and/or the United States District Court for the Northern District
of California shall have exclusive jurisdiction and venue over all 

                                         -9-

                         [X] CONFIDENTIAL TREATMENT REQUESTED



controversies in connection herewith, and each party hereby consents to such
exclusive and personal jurisdiction and venue.

    13.2.     ENTIRE AGREEMENT.  The parties agree that by signing this
Agreement, the Net Search Program - Premier Provider agreement between the
parties dated March 15, 1996, as amended, (the "1996 Net Search Agreement")
shall be terminated effective as of May 1, 1997, and any outstanding rights,
duties or obligations between the parties as described in the 1996 Net Search
Agreement shall be extinguished as of May 1, 1997.  This Agreement shall be the
sole recital of the rights, duties and obligations of the parties with respect
to Netscape's U.S. English-language Web Site and Premier Provider participation
in the Net Search Program and shall supersede and replace the U.S.
English-language Net Search Program -- Premier Provider Services Agreement
entered into between the parties on March 17, 1997.  This Agreement, including
the exhibits and attachments referenced on the signature page hereto,
constitutes the entire Agreement and understanding between the parties and
integrates all prior discussions between them related to its subject matter.  No
modification of any of the terms of this Agreement shall be valid unless in
writing and signed by an authorized representative of each party.

    13.3.     ASSIGNMENT.  [XXXX].

    13.4.     NOTICES.  All notices required or permitted hereunder shall be
given in writing addressed to the respective parties as set forth below and
shall either be (I) personally delivered, (ii) transmitted by postage prepaid
certified mail, return receipt requested, or (iii) transmitted by
nationally-recognized private express courier, and shall be deemed to have been
given on the date of receipt if delivered personally, or two (2) days after
deposit in mail or express courier. Either party may change its address for
purposes hereof by written notice to the other in accordance with the provisions
of this Subsection.  The addresses for the parties are as follows:

    Premier Provider:                       Netscape:
    Yahoo, Inc.!                            Netscape Communications Corporation
    3400 Central Expressway, Ste. 201       501 East Middlefield Road
    Santa Clara, CA  95051                  Mountain View, CA 94043
    Fax:  (408) 731-3510                    Fax: (415) 528-4123
    Attn: General Counsel                   Attn: General Counsel

    13.5.     CONFIDENTIALITY.  All disclosures of proprietary and/or
confidential information in connection with this Agreement as well as the
contents of this Agreement shall be governed by the terms of the Mutual
Confidential Disclosure Agreement either entered into previously by the parties
or entered into concurrently with this Agreement, a copy of which is attached
hereto as Exhibit D.  The information contained in the Usage Reports provided by
each party hereunder shall be deemed the Proprietary Information of the
disclosing party. Notwithstanding the foregoing, Netscape may, in its sole
discretion, make publicly available client software market share information
contained in the Usage Reports submitted by Premier Provider, provided that
Netscape shall not indicate that Premier Provider is the source of the
information except as having participated in supplying a portion of aggregated
data.  Netscape shall provide Premier Provider with notice prior to using
Premier Provider's name in connection with the release of any information
received by Premier Provider in a Usage Report.  

    13.6.     FORCE MAJEURE.  Neither party will be responsible for any 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, fire, floods or accidents.

                                         -10-

                         [X] CONFIDENTIAL TREATMENT REQUESTED



    13.7.     WAIVER.  The waiver, express or implied, by either party of any
breach of this Agreement by the other party will not waive any subsequent breach
by such party of the same or a different kind.

    13.8.     HEADINGS.  The headings to the Sections and Subsections of this
Agreement are included merely for convenience of reference and shall not affect
the meaning of the language included therein.

    13.9.     INDEPENDENT CONTRACTORS.  The parties acknowledge and agree that
they are dealing with each other hereunder as independent contractors. Nothing
contained in this Agreement shall be interpreted as constituting either party
the joint venturer, employee or partner of the other party or as conferring upon
either party the power of authority to bind the other party in any transaction
with third parties.

    13.10.    SEVERABILITY. In the event any provision of this Agreement is
held by a court or other tribunal of competent jurisdiction to be unenforceable,
such provision shall be reformed only to the extent necessary to make it
enforceable, and the other provisions of this Agreement will remain in full
force and effect.

    13.11.    COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. For purposes hereof, a
facsimile copy of this Agreement, including the signature pages hereto, shall be
deemed to be an original.  Notwithstanding the foregoing, the parties shall
deliver original execution copies of this Agreement to one another as soon as
practicable following execution thereof.


                                         -11-

                         [X] CONFIDENTIAL TREATMENT REQUESTED




The parties have duly executed this Agreement as of the later of the two (2)
dates set forth below.

PREMIER PROVIDER:                 NETSCAPE:

YAHOO, INC.!                      NETSCAPE COMMUNICATIONS CORPORATION

By: /s/ JEFFREY A. MALLETT        By: /s/ JENNIFER BAILEY
   ----------------------------      ------------------------------
Print Name:  Jeffrey A. Mallett   Print Name: Jennifer Bailey
           --------------------              ----------------------
Title:  Senior Vice President     Title: VP of Electronic Marketing
      -------------------------         ---------------------------
Date: 3/21/97                     Date: 3/21/97
     --------------------------        ----------------------------

Premier Provider Address:         Netscape Address:
3400 Central Expressway, Ste. 201 501 East Middlefield Road
Santa Clara, CA  95051            Mountain View, California  94043
USA                               USA
Attention:  General Counsel       Attention:  General Counsel
Facsimile:  (408) 731-3510        Facsimile:  _______________________
Email:  jplace@yahoo.com          Email:  ___________________________

Attached Exhibits:
              Exhibit A:          Specifications of the Page
              Exhibit B:          Usage Reports
              Exhibit C:          Form of Sponsorship Agreement
              Exhibit D:          Mutual Confidential Disclosure Agreement
              Exhibit E:          Schedule of Planned Updates
              Exhibit F:          Description of Expert-Expert Product Support


                                         -12-

                         [X] CONFIDENTIAL TREATMENT REQUESTED


                                      EXHIBIT A
                              SPECIFICATIONS OF THE PAGE
Site Samplers are available exclusively to Premier and "Marquee" Providers. As
of May 1, 1997, Net Search will support Netscape Navigator versions 2 and 3
(both Macintosh and PC platforms), and Microsoft Internet Explorer 3.0 (PC
only). (see Net Search Sampler Test Specification, External for complete list) 
All other browsers will be routed to a simple version of the page which
encourages users to download a more current version of Netscape's browser.
Netscape will spend up to one hour of engineering time and 1/2 hour of Quality
Assurance time per sampler per week to integrate the site samplers into the Net
Search page if available.  If more engineering or QA time than is available
becomes necessary to fix bugs discovered, or if the necessary changes to fix any
bugs include changes to the appearance of the sampler, it will be returned for
revision.  The specifications are as follows:
     
- -    Size. All Premier Provider materials should be exactly 468 by 165 pixels.
     Design Site Samplers that include text and interactive forms for a default
     font size of 12 points. (Be aware, however, that text and forms may resize
     on your audience's browsers as they change their default font sizes.) Keep
     in mind that the < FONT SIZE= > tag is not implemented in early versions of
     web browsers.  
     Site samplers will be measured by taking a screen shot on a system
     configured as follows:  A PC running Windows 95, with the settings
     configured for small fonts, and an NEC MultiSync XV17+ (17 inch) monitor. 
     The screen shot will be taken of Netscape Navigator Gold version 3.1, with
     the Proportional Font set at 12pt Times New Roman, and the Fixed Font set
     at 10pt Courier New.  The measurement will be taken in Paintbrush.  
     Netscape will provide "measurement services", if needed, for companies that
     don't have the specified platform configuration.
- -    HTML Quirks. We have found a few less-than-obvious quirks which cause some
     browsers to crash, which we thought would be helpful to pass on:
     1.   < FORM > tags must follow IMMEDIATELY AFTER your sampler's first 
          < TABLE > tag.  Any variation of this whatsoever will cause a 
          significant number of users to crash.
     2.   Any empty < TD > tags should be separated by a carriage return.  HTML
          should read as follows:
          < TD >
          < /TD >
          as opposed to 
          < TD > < /TD >
     3.   If text appears without any spacing between words (for instance, in a
          sentence as opposed to in a table), any text that falls closer than 50
          pixels to the edge of the site sampler should be tested on a Unix
          machine.  Often, this text will be cut off on that platform.
     4.   Interleaving HTML tags will cause several browsers to crash.  Tags
          should be ordered as follows:
     5.   < H3 > < FONT COLOR="#000055" > Text here < /FONT > < /H3 >

                         [X] CONFIDENTIAL TREATMENT REQUESTED




          as opposed to 
     6.   < H3 > < FONT COLOR="#000055" > Text here < /H3 > < /FONT >
- -    Tables. In order to maintain the robustness of the page, please do not
     include any more than one nested table, for a total of two tables per
     sampler.  Any more than one nested table will cause crashes for a
     significant number of users.  One simple table is ideal, as even one nested
     table may cause some implementation problems when integrated with the Net
     Search page.  If you are nesting a table, please test carefully.
- -    Image maps. Only a client-side image map is necessary, since browsers which
     don't support client-side maps will not be directed to the main Net Search
     page.
- -    File sizes. To keep the user's load time low, we request that Premier
     Provider files not exceed 20K unless cleared by the Destinations production
     manager at email:  destinationsprod@netscape.com.
- -    Animated GIFs. Due to the large number of users whose browsers do not
     support animated GIFs, and their typically large filesize, we are not
     implementing animated GIFs at this time.
- -    JavaScript.  JavaScript tends to cause older browsers to behave
     unpredictably and in many cases crash, and there is delicate technology in
     place to implement the Site Sampler functionality.  As a result, the
     implementation of Java Script in site samplers is not an option at this
     time.
- -    Delivery. Content providers should email files to Netscape at
     destinationsprod@netscape.com. If you are providing multiple files, you
     should place them in a folder labeled with the content provider's name. 
     For the best possible results, deliver site samplers that are already
     integrated into a copy of the Net Search page.
- -    Filenames. It is important that filenames be in the following format:
     search_providername.fmt (for example, search_yoohoo.gif,
     search_yoohoo.htm). If there are two or more files of a certain format,
     filenames should be in the following format: search_providername#.fmt (for
     example, search_yoohoo1.gif, search_yoohoo2.gif). When you update your site
     sampler, continue to increment the number to help avoid caching issues.
- -    Format. All content providers need to provide HTML files that include the
     layout for their materials. All HTML should be uppercase. Please include
     the TARGET="_top" attribute in all HREF tags. Height and width tags need to
     be specified for all images. Graphics files should be in GIF format; all
     other formats should be cleared with the Destinations production manager at
     destinationsprod@netscape.com.
- -    Graphics. By limiting the number of individual graphics (server calls) in
     your Site Sampler, you will improve overall page performance and allow the
     page to load more quickly. Cropping as close as possible to the image,
     leaving no white space around them, will also allow the page to load more
     quickly.  To minimize dithering and insure that the users across all
     platforms see what you expect them to see, we recommend use of the Netscape
     Color Palette.

                                         -2-

                         [X] CONFIDENTIAL TREATMENT REQUESTED



                                      EXHIBIT B
                                    USAGE REPORTS
                                           
          Sample report provided by Premier Provider to Netscape each month.
                                           
For the week of:  5/1/97 - 5/8/97

NSCP 4.x -   5%
     3.x -  40%
     2.x -   5%
     1.x -   2%
Total, basic  - 52%

NSCP Gold 3.x -   25%
Total, Gold  -  25%





Premier Provider shall also provide Netscape with audits from I/Pro, or audits
from reputable third party Internet auditor, [XXXX].


                         [X] CONFIDENTIAL TREATMENT REQUESTED




     Sample report provided by Netscape to Premier Provider each month.
                                           
For the month of May, 1997


           (1)        (2)         (3)           (4)           (5)
         Rotated    Default   Total First  User Selected     Total
        Exposures  Exposures   Exposures     Exposures     Exposures
                                   (1+2)                    (3+4)
May 1      1M         200K         1.2M         400K        1.6M
May 2     1.1M        210K        1.31M         500K        1.81M
May 3     1.2M        220K        1.42M         600K        2.02M
 . . .
 . . .
May 31    1.8M        280K         2.08M        800K        3.08M
     
Total



A running total of the Exposures will also be included.


                                         -2-
                         [X] CONFIDENTIAL TREATMENT REQUESTED



                                      EXHIBIT C

                            FORM OF SPONSORSHIP AGREEMENT









                         [X] CONFIDENTIAL TREATMENT REQUESTED



                                      EXHIBIT D
                                           
                       MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT









                         [X] CONFIDENTIAL TREATMENT REQUESTED






                                      EXHIBIT E
                                           
                             SCHEDULE OF PLANNED UPDATES
                                           
                                           
- -    Calendar: The following is the schedule for submitting materials for the
     Net Search program during the first two months of the Premier Period.

FINAL MATERIALS DUE:                              NET SEARCH PAGE GOES LIVE:
- --------------------                              --------------------------
May 6, 1997                                       May 12, 1997
May 13, 1997                                      May 19, 1997
May 19, 1997 (please note this is a Monday)       May 22, 1997
May 27, 1997 (please note the 26th is a holiday)  June 2, 1997
June 3, 1997                                      June 9, 1997
June 10, 1997                                     June 16, 1997
June 17, 1997                                     June 23, 1997
June 24, 1997                                     June 30, 1997


                         [X] CONFIDENTIAL TREATMENT REQUESTED



                                      EXHIBIT F
                                           
                     DESCRIPTION OF EXPERT-EXPERT PRODUCT SUPPORT
                                           
Designed for medium to large organizations 
      Web businesses 
      Internet service providers 
      Large system integrators 
      Large resellers 

Mission-critical level of support for Netscape customers. 
- -    Priority escalation to expert-level technical support engineer 
- -    Includes support for complex fault isolation 
- -    Customers provide front-line (help-desk) support for their installed base 
- -    2 authorized customer contacts included 
- -    Unlimited incidents 
- -    24 x 7 (pager only after hours for P1 issues only) 
- -    Informational support on selected beta products 
- -    Technical support bulletins 
- -    Incident closure reports 


                         [X] CONFIDENTIAL TREATMENT REQUESTED

EX-11.1

                                  EXHIBIT 11.1

COMPUTATION OF NET LOSS PER SHARE

                                                             Year Ended
                                                    ----------------------------
                                                    December 31,    December 31,
                                                        1996          1995 (a)
                                                    ------------    ------------

Net Loss                                            ($2,334,000)      ($634,000)

Weighted average number of shares used
   in computation:
     Common Stock                                    25,444,000      10,013,000
     Preferred Stock                                          -       7,738,000

Number of common shares issued in accordance with
   Staff Accounting Bulletin No. 83                           -       4,790,000
                                                    -----------     -----------

               Total                                 25,444,000      22,541,000
                                                    -----------     -----------
                                                    -----------     -----------


Net loss per common and common equivalent share          ($0.09)         ($0.03)
                                                    -----------     -----------
                                                    -----------     -----------


(a)  includes the Company's results from March 5, 1995 (inception) through
     December 31, 1995

EX-13.1

                                  EXHIBIT 13.1

PORTIONS OF THE 1996 ANNUAL REPORT TO SHAREHOLDERS

SELECTED FINANCIAL DATA
                                                        YEAR ENDED DECEMBER 31,
                                                           1996           1995*
STATEMENTS OF OPERATIONS DATA:
   Net revenues                                    $ 19,073,000    $  1,363,000
   Gross profit                                      15,997,000       1,180,000
   Sales and marketing expenses                      13,825,000         738,000
   Product development expenses                       4,461,000         242,000
   General and administrative expenses                4,516,000         880,000
   Net loss                                          (2,334,000)       (634,000)
   Net loss per share                              $      (0.09)   $      (0.03)
   Shares used in computing net loss per share       25,444,000      22,541,000

BALANCE SHEETS DATA:
   Cash, cash equivalents, and short and
     long-term investments                         $102,302,000    $  5,297,000
   Working capital                                   89,885,000       5,264,000
   Total assets                                     110,255,000       6,298,000
   Shareholders' equity                            $102,075,000    $  5,450,000

* PERIOD COMPRISED OF ONLY TEN MONTHS FROM MARCH 5, 1995 (INCEPTION) THROUGH
  DECEMBER 31, 1995.



FINANCIAL INFORMATION BY QUARTER

                                   FIRST       SECOND        THIRD       FOURTH
(UNAUDITED)                      QUARTER      QUARTER      QUARTER      QUARTER
1996
Net revenues                  $1,733,000  $ 3,274,000  $ 5,515,000   $8,551,000
Gross profit                   1,566,000    2,754,000    4,477,000    7,200,000
Net income (loss)                 81,000   (1,366,000)  (1,145,000)      96,000
Net income (loss) per share   $     0.00  $     (0.05) $     (0.04)  $     0.00

1995
Net revenues                           -  $         -  $   288,000   $1,075,000
Gross profit                           -      (26,000)     243,000      963,000
Net income (loss)                      -     (355,000)    (371,000)      92,000
Net income (loss) per share            -  $     (0.02) $     (0.02)  $     0.01

THE SECOND QUARTER OF 1995 INCLUDES THE COMPANY'S RESULTS FOR THE PERIOD FROM
MARCH 5, 1995 (INCEPTION) THROUGH JUNE 30, 1995.


17


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

THE DISCUSSION IN THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE DISCUSSED HEREIN.  FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW, AND THE
RISKS DISCUSSED UNDER THE CAPTION, "RISK FACTORS" IN THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 (A COPY OF WHICH IS AVAILABLE
UPON REQUEST FROM THE COMPANY).

OVERVIEW

Yahoo! offers branded Internet navigational services that are among the most
widely used guides to information and discovery on the World Wide Web (the
"Web").  From March 5, 1995 (Inception) to December 31, 1996, the Company's
operating activities related primarily to recruiting personnel, raising capital,
purchasing operating assets, performing product development and investing in
sales and marketing programs.  The Company commenced selling advertisements on
its Web pages and recognized its initial revenues in August 1995.
     The Company's revenues are derived principally from the sale of
advertisements on short-term contracts.  The Company's standard rates for
advertising currently range from $0.02 to $0.06 per impression.  To date, the
duration of the Company's advertising commitments has ranged from one week to
one year.  Advertising revenues are recognized ratably in the period in which
the advertisement is displayed, provided that no significant Company obligations
remain and collection of the resulting receivable is probable.  Company
obligations typically include guarantees of minimum number of "impressions," or
times that an advertisement appears in pages viewed by users of YAHOO!.  To the
extent minimum guaranteed impressions are not met, the Company defers
recognition of the corresponding revenues until the remaining guaranteed
impression levels are achieved.  Deferred revenue is comprised of billings in
excess of recognized revenue relating to advertising contracts.
     The Company has an extremely limited operating history, and its prospects
are subject to the risks, expenses, and difficulties frequently encountered by
companies in the new and rapidly evolving markets for Internet products and
services.  To address these risks, the Company must, among other things,
continue to respond to competitive developments, continue to develop and extend
the "Yahoo!" brand, attract, retain, and motivate qualified personnel, implement
and successfully execute its advertising sales strategy, develop and market
additional media properties, and develop and upgrade its technologies.  There
can be no assurance that the Company will be successful in addressing such
risks.  As of December 31, 1996, the Company had an accumulated deficit of
$2,968,000.  The extremely limited operating history of the Company makes the
prediction of future results of operations difficult or impossible and,
therefore, the recent revenue growth experienced by the Company should not be
taken as indicative of the rate of revenue growth, if any, that can be expected
in the future.  The Company believes that period to period comparisons of its
operating results are not meaningful and the results for any period should not
be relied upon as an indication of future performance.  Although the Company
reported a nominal profit for the quarter ended December 31, 1996, the Company
plans to significantly increase its operating expenses to expand its sales and
marketing operations, to fund greater levels of product development, and to
develop and


18



commercialize additional media properties.  As a result of these factors, there
can be no assurance that the Company will not incur significant losses on a
quarterly and annual basis for the foreseeable future.
     As a result of the Company's extremely limited operating history, the
Company does not have historical financial data for any significant period of
time on which to base planned operating expenses.  The Company's expense levels
are based in part on its expectations concerning future revenue and to a large
extent are fixed.  Accordingly, the cancellation or deferral of a small number
of advertising contracts or inability to achieve contractual levels of
impressions could have a material adverse effect on the Company's business,
operating results, or financial condition.  The Company may be unable to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall,
and any significant shortfall in revenue in relation to the Company's
expectations would have an immediate adverse effect on the Company's business,
operating results, and financial condition.  In addition, the Company plans to
significantly increase its operating expenses to expand its sales and marketing
operations, to fund greater levels of product development, and to develop and
commercialize additional media properties.  To the extent that such expenses
precede or are not subsequently followed by increased revenues, the Company's
business, operating results, and financial condition will be materially and
adversely affected.
     The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control.  These factors include the level of usage of the Internet, demand for
Internet advertising, seasonal trends in Internet usage and advertising
placements, the level of user traffic on YAHOO! and the Company's other online
media properties, the advertising budgeting cycles of individual advertisers,
the amount and timing of capital expenditures and other costs relating to the
expansion of the Company's operations, the introduction of new products or
services by the Company or its competitors, pricing changes in the industry,
technical difficulties with respect to the use of current and planned YAHOO!
properties, general economic conditions, and economic conditions specific to the
Internet and online media.  As a strategic response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service, or marketing decisions or acquisitions that could have a material
adverse effect on the Company's business, results of operations, and financial
condition.  The Company also expects that, in the future, it will experience
seasonality in its business with advertising impressions (and therefore
revenues) being lower during the summer and year-end vacation and holiday
periods, when usage of the Web and the Company's services decline.
Additionally, seasonality may also affect the amount of customer advertising
dollars placed with the Company in the first and third quarters of a calendar
year.  Due to all of the foregoing factors, in some future quarter the Company's
operating results may fall below the expectations of securities analysts and
investors.  In such event, the trading price of the Company's Common Stock would
likely be materially and adversely affected.
     Because the Company was engaged primarily in product development during the
period from inception (March 5, 1995) to December 31, 1995, and only recognized
a comparatively insignificant amount of revenues during this period, and because
of the significant growth in operating expenses from such period, as compared to
the year ended December 31, 1996, the Company believes that a comparison of
operating results for the period from inception (March 5, 1995) to December 31,
1995 versus the year ended December 31, 1996 is not meaningful.


19




RESULTS OF OPERATIONS

NET REVENUES.  Net revenues were $19,073,000 for the year ended December 31,
1996.  For the quarter ended December 31, 1996, net revenues were $8,551,000, an
increase of 55% from the third quarter ended September 30, 1996 due primarily to
an increase in the number of advertisers from 340 in the quarter ended September
30, 1996 to 550 in the quarter ended December 31, 1996.  Many of the Company's
customers purchase advertisements on a short-term basis.  There can be no
assurance that customers will continue to purchase advertising on the Company's
Web pages.  During the year ended December 31, 1996, SOFTBANK Corporation, a 36%
shareholder of the Company, purchased directly and through SOFTBANK affiliates
(including companies in which SOFTBANK has invested) $2,075,000 of advertising
at rates which are comparable with other large customers.

COST OF REVENUES.  Cost of revenues consists of the expenses associated with the
production and usage of the Company's online navigational guides.  These costs
primarily consist of fees paid to third parties for content included in the
guides, Internet connection charges, equipment depreciation, and compensation.
Cost of revenues were $3,076,000 for the year ended December 31, 1996, or 16% of
net revenues.  For the quarter ended December 31, 1996, cost of revenues were
$1,351,000, or 16% of net revenues.  For the quarter ended September 30, 1996,
cost of revenues were $1,038,000, or 19% of net revenues.  The $313,000 increase
in cost of revenues from the quarter ended September 30, 1996 was primarily
attributable to an increase in the quantity of content available on the
Company's online navigational guide YAHOO! and other Internet navigational
services, and increased usage of YAHOO! branded properties and the Company's
other Internet navigational services.  The Company anticipates that its content
and Internet connection expenses will increase with the quantity and quality of
content available on the Company's Internet navigational services, and increased
usage of Company's Internet navigational services.  As measured in page views
(defined as electronic page displays), the Company delivered an average of over
20 million page views per day in December 1996, compared with an average of
approximately 6 million page views per day in February 1996.  The Company
anticipates that its content and Internet connection expenses as a percentage of
revenue will increase for the foreseeable future, resulting in lower gross
margins as a percentage of revenue.

OPERATING EXPENSES.  The Company's operating expenses have increased
significantly since the Company's inception.  This trend reflects the costs
associated with the formation of the Company, the development of infrastructure,
the marketing and promotion of the Company's brand name, and increased efforts
to commercialize the Company's products and services.  The Company believes that
continued expansion of its operations is essential to enhance and extend the
YAHOO! main site, establish branded properties in targeted markets, and expand
the Company's user and advertising base.  As a consequence, the Company intends
to continue to significantly increase expenditures in all operating areas.

SALES AND MARKETING.  Sales and marketing expenses were $13,825,000 for the year
ended December 31, 1996, or 72% of net revenue.  For the quarter ended December
31, 1996, sales and marketing expenses were $5,660,000, or 66% of net revenue as
compared to $4,015,000, or 73% of net revenue for the quarter ended September
30, 1996.  The increase of $1,645,000 from the quarter ended September 30, 1996
is primarily attributable to increased commissions associated with the
$3,036,000 increase in revenue and additional compensation expense associated
with increased direct sales personnel.


20




Sales and marketing expenses consist primarily of Netscape Preferred Provider
costs, advertising commissions, sales commissions, compensation, television
advertising, public relations, travel, and costs of promotional materials.  The
Company anticipates that sales and marketing expenses will increase in future
periods in absolute dollars as it continues to pursue an aggressive brand
building strategy and continues to build a direct sales organization.  In
addition, in March 1996, the Company entered into an agreement with Netscape
whereby it was designated as one of five "Premier Providers."  Under the terms
of this agreement, the Company is required to make payments totaling $5,000,000
over the course of the one year term of this agreement, which commenced in mid-
April 1996.  There can be no assurance that Netscape will offer such a program
in April 1997 or, if so, they materially increase the fee.  In the future, other
leading Web sites, browser providers, and other distribution channels may also
require payments or other consideration in return for listing YAHOO! or other
online properties of the Company.

PRODUCT DEVELOPMENT.  Product development expenses were $4,461,000 for the year
ended December 31, 1996, or 23% of net revenue.  For the quarter ended December
31, 1996, product development expenses were $1,732,000, or 20% of net revenue as
compared to $1,362,000, or 25% of net revenue for the quarter ended September
30, 1996.  The increase of $370,000 from the quarter ended September 30, 1996 is
primarily attributable to the development of new online media properties and the
addition of engineers.  Product development expenses consist primarily of
employee compensation relating to developing and enhancing the features and
functionality of YAHOO! and other online media properties.  To date, all product
development costs have been expensed as incurred.  The Company believes that
significant investments in product development are required to remain
competitive.  As a consequence, the Company intends to incur increased product
development expenditures in absolute dollars in future periods.

GENERAL AND ADMINISTRATIVE.  General and administrative expenses were $4,516,000
for the year ended December 31, 1996, or 24% of net revenue.  For the quarter
ended December 31, 1996, general and administrative expenses were $1,594,000, or
19% of net revenue as compared to $1,673,000, or 30% of net revenue for the
quarter ended September 30, 1996.  The decrease of $79,000 from the quarter
ended September 30, 1996 is primarily attributable to a lower level of
professional services being provided.  General and administrative expenses
consist primarily of compensation and fees for professional services.  The
Company believes that the absolute dollar level of general and administrative
expenses will increase in future periods, as a result of increased staffing,
fees for professional services, and costs associated with registering the
Company's trademarks in various countries.

INVESTMENT INCOME, NET.  Investment income, net of investment expense, was
$3,931,000 for the year ended December 31, 1996.  For the quarter ended December
31, 1996, investment income was $1,508,000 as compared to $1,262,000 for the
quarter ended September 30, 1996.  The increase of $246,000 from the quarter
ended September 30, 1996 is primarily attributable to an higher average rate of
return on investments.  Investment income in future periods may fluctuate as a
result of fluctuations in average cash balances maintained by the Company and
changes to market rates for investments.

MINORITY INTERESTS IN LOSSES FROM OPERATIONS OF CONSOLIDATED SUBSIDIARIES.
During the second half of 1996, the Company entered into two separate joint
venture agreements (Yahoo! Marketplace and Yahoo! Europe) whereby the Company
holds a majority interest in the subsidiaries under both agreements.  Minority
interests in losses from operations of these consolidated subsidiaries were
$540,000 for the year ended December 31, 1996.  For the quarter ended
December 31, 1996, minority


21




interests in losses from operations of consolidated subsidiaries were $374,000
as compared to $166,000 for the quarter ended September 30, 1996.  The increase
of $208,000 from the quarter ended September 30, 1996 is attributable to
increased losses from operations of consolidated subsidiaries.  Because these
subsidiaries are still in the early stages of development, minority interests in
losses from operations of consolidated subsidiaries will continue to fluctuate
in future periods as do the results from consolidated subsidiaries.  When and if
the consolidated subsidiaries become profitable, the minority interests
elimination on the statement of operations will have an adverse effect on the
Company's net result.

INCOME TAXES.  No provision for federal and state income taxes has been recorded
as the Company has incurred net operating losses through December 31, 1996.  At
December 31, 1996, the Company had approximately $5,900,000 of federal net
operating loss carryforwards for tax reporting purposes available to offset
future taxable income; such carryforwards expire in 2010.  Under the Tax Reform
Act of 1986, the amounts of and benefits from net operating losses carried
forward may be impaired or limited in certain circumstances.  Events which may
cause limitations in the amount of net operating losses that the Company may
utilize in any one year include, but are not limited to, a cumulative ownership
change of more than 50% over a three year period.  At December 31, 1996, the
effect of such limitation, if imposed, is not expected to be material.

LIQUIDITY AND CAPITAL RESOURCES

Yahoo! invests predominantly in instruments that are highly liquid, of high
quality investment grade, and predominantly have maturities of less than one
year with the intent to make such funds readily available for operating
purposes.  For the year ended December 31, 1996, cash provided by operating
activities of $436,000 was primarily due to increases in accrued liabilities and
expenses of $3,975,000, deferred revenues of $1,055,000, accounts payable of
$972,000, and amounts due to related parties of $948,000, offset by increases in
accounts receivable of $3,833,000 and prepaid expenses of $353,000, and the net
loss of $2,334,000.
     Capital expenditures for the year ended December 31, 1996 totaled
$2,427,000 and are expected to significantly increase in future periods.
Capital expenditures have generally been comprised of purchases of computer
hardware and software as well as leasehold improvements related to leased
facilities.
     For the year ended December 31, 1996, cash provided by financing activities
of $99,725,000 was primarily due to the March 1996 issuance of 5,100,000 shares
of Mandatorily Redeemable Convertible Series C Preferred Stock for aggregate
proceeds of $63,750,000 and the April 1996 initial public offering of 2,990,000
shares of Common Stock for net proceeds of $35,043,000.  Additionally, proceeds
of $1,050,000 were received from minority investors.
     The Company currently has no material commitments other than those under
operating leases.  The Company has experienced a substantial increase in its
capital expenditures and operating lease arrangements in 1996 consistent with
increased staffing and anticipates that this will continue in the future.  At
December 31, 1996, the Company had one payment remaining under the agreement
with Netscape totaling $1,500,000.  Management believes existing cash and
investments will be sufficient to meet the Company's operating requirements for
at least the next twelve months.  Thereafter, the Company may sell additional
equity or debt securities or obtain credit facilities.  The sale of additional
equity or convertible debt securities will result in additional dilution to the
Company's shareholders.


22




CONSOLIDATED BALANCE SHEETS
                                                             DECEMBER 31,
                                                             1996          1995
ASSETS
Current assets:
   Cash and cash equivalents                         $ 31,865,000    $5,297,000
   Short-term investments in marketable securities     60,689,000            --
   Accounts receivable, net of allowance of
      $600,000 and $82,000                              4,648,000       815,000
   Prepaid expenses                                       353,000            --
                                                     ------------    ----------
      Total current assets                             97,555,000     6,112,000

Long-term investments in marketable securities          9,748,000            --
Property and equipment, net                             2,223,000       186,000
Investment in unconsolidated joint venture                729,000            --
                                                     ------------    ----------
                                                     $110,255,000    $6,298,000
                                                     ------------    ----------
                                                     ------------    ----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                  $    992,000    $   20,000
   Accrued expenses and other current liabilities       4,367,000       520,000
   Deferred revenue                                     1,229,000       174,000
   Due to related parties                               1,082,000       134,000
                                                     ------------    ----------
      Total current liabilities                         7,670,000       848,000

Commitments and contingencies (Note 7)
Minority interests in consolidated subsidiaries           510,000            --

Shareholders' equity:
   Convertible Preferred Stock, $0.001 par value; none
      and 7,750,072 shares authorized; none and
      7,738,072 issued and outstanding                         --         8,000
   Preferred Stock, $0.001 par value; 10,000,000 and no
      shares authorized; none issued and outstanding           --            --
   Common Stock, $0.001 par value; 150,000,000 and
      50,000,000 shares authorized; 26,577,175 and
      10,252,726 issued and outstanding                    17,000            --
   Additional paid-in capital                         105,026,000     6,076,000
   Accumulated deficit                                 (2,968,000)     (634,000)
                                                     ------------    ----------
      Total shareholders' equity                      102,075,000     5,450,000
                                                     ------------    ----------
                                                     $110,255,000    $6,298,000
                                                     ------------    ----------
                                                     ------------    ----------



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


23




CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                  MARCH 5, 1995
                                                  YEAR ENDED     (INCEPTION) TO
                                                DECEMBER 31,       DECEMBER 31,
                                                        1996               1995

Net revenues                                     $19,073,000         $1,363,000
Cost of revenues                                   3,076,000            183,000
                                                 -----------         ----------
   Gross profit                                   15,997,000          1,180,000

Operating expenses:
      Sales and marketing                         13,825,000            738,000
      Product development                          4,461,000            242,000
      General and administrative                   4,516,000            880,000
                                                 -----------         ----------
         Total operating expenses                 22,802,000          1,860,000
                                                 -----------         ----------

Loss from operations                              (6,805,000)          (680,000)
Investment income, net                             3,931,000             46,000
Minority interests in losses from operations
      of consolidated subsidiaries                   540,000                  -
                                                 -----------         ----------

Loss before income taxes                          (2,334,000)          (634,000)

Provision for income taxes                                 -                  -
                                                 -----------         ----------

Net loss                                         $(2,334,000)         $(634,000)
                                                 -----------         ----------
                                                 -----------         ----------

Net loss per share                                    ($0.09)            ($0.03)
                                                 -----------         ----------
                                                 -----------         ----------

Weighted average common shares and equivalents    25,444,000         22,541,000



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


24




CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



                                         Convertible
                                       Preferred Stock                Common Stock         Additional
                                --------------------------   --------------------------       Paid-In    Accumulated
                                   Shares         Amount         Shares         Amount        Capital        Deficit          Total
                                                                                                  
Issuance of Common Stock
  in connection with the
  formation of the Company             --       $     --     10,000,000        $    --   $         --    $        --   $         --
Issuance of Series A
  Convertible Preferred
  Stock at $0.20 per share      5,200,000          5,000             --             --      1,018,000             --      1,023,000
Issuance of Common Stock               --             --         63,326             --          1,000             --          1,000
Issuance of options to
  consultants in exchange
  for services                         --             --             --             --         75,000             --         75,000
Issuance of Series B
  Convertible Preferred
  Stock at $1.97 per share      2,538,072          3,000             --             --      4,978,000             --      4,981,000
Issuance of Common Stock
  pursuant to exercise of
  options                              --             --        189,400             --          4,000             --          4,000
Net loss                               --             --             --             --             --       (634,000)      (634,000)
                              -----------------------------------------------------------------------------------------------------
Balance at December 31, 1995    7,738,072          8,000     10,252,726             --      6,076,000       (634,000)     5,450,000

Issuance of Mandatorily
  Redeemable Convertible
  Series C Preferred Stock
  at $12.50 per share           5,100,000          5,000             --             --     63,745,000             --     63,750,000
Issuance  of Common Stock,
  net of issuance costs of
  $1,192,000                           --             --      2,990,000          3,000     35,040,000             --     35,043,000
Conversion Convertible
  Preferred Stock to Common
  Stock                       (12,838,072)       (13,000)    12,838,072         13,000             --             --             --
Issuance of Common Stock
  pursuant to exercise of
  options                              --             --        496,377          1,000          9,000             --         10,000
Compensation expense on
  option grants                        --             --             --             --        156,000             --        156,000
Net loss                               --             --             --             --             --     (2,334,000)    (2,334,000)
                              -----------------------------------------------------------------------------------------------------
Balance at December 31, 1996           --       $     --     26,577,175        $17,000   $105,026,000    $(2,968,000)  $102,075,000
                              -----------------------------------------------------------------------------------------------------
                              -----------------------------------------------------------------------------------------------------



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


25



CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                            MARCH 5, 1995
                                                              YEAR ENDED   (INCEPTION) TO
                                                            DECEMBER 31,     DECEMBER 31,
                                                                    1996             1995
                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                 $  (2,334,000)      $ (634,000)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
    Depreciation                                                 390,000          133,000
    Compensation expense on stock option grants                  156,000                -
    Minority interests in losses from operations of
      consolidated subsidiaries                                 (540,000)               -
    Changes in assets and liabilities:
      Accounts receivable, net                                (3,833,000)        (815,000)
      Prepaid expenses                                          (353,000)               -
      Accounts payable                                           972,000           20,000
      Accrued expenses and other current liabilities           3,975,000          392,000
      Deferred revenue                                         1,055,000          174,000
      Due to related parties                                     948,000          134,000
                                                           -------------       ----------
Net cash provided by (used in) operating activities              436,000         (596,000)
                                                           -------------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property and equipment                       (2,427,000)        (107,000)
  Purchases of investments in marketable securities         (113,285,000)               -
  Proceeds from sales and maturities of investments
    in marketable securities                                  42,848,000                -
  Investment in unconsolidated joint venture                    (729,000)               -
                                                           -------------       ----------
Net cash used by investing activities                        (73,593,000)        (107,000)
                                                           -------------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of Common Stock, net                 35,053,000            5,000
  Proceeds from issuance of Convertible Preferred Stock       63,750,000        6,004,000
  Proceeds from minority investors                             1,050,000                -
  Repayment of lease obligations                                (128,000)          (9,000)
                                                           -------------       ----------
Net cash provided by financing activities                     99,725,000        6,000,000
                                                           -------------       ----------

Net change in cash and cash equivalents                       26,568,000        5,297,000
Cash and cash equivalents at beginning of period               5,297,000                -
                                                           -------------       ----------

Cash and cash equivalents at end of period                 $  31,865,000       $5,297,000
                                                           -------------       ----------
                                                           -------------       ----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for interest                                   $           -       $    4,000
                                                           -------------       ----------
                                                           -------------       ----------
SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS:
  Acquisition of property and equipment through
  capital leases                                           $           -       $  137,000
                                                           -------------       ----------
                                                           -------------       ----------



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


26




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY.  Yahoo! Inc. (the "Company") develops and maintains YAHOO!, a
branded Internet navigational service that is among the most widely used guides
for information and discovery on the World Wide Web.  The Company was
incorporated in California on March 5, 1995 and commenced operations on that
date.  The Company conducts its business within one industry segment.

PRINCIPLES OF CONSOLIDATION.  The consolidated financial statements include the
accounts of Yahoo! Inc. and its majority-owned subsidiaries.  All significant
intercompany accounts and transactions have been eliminated.  The equity and
loss from operations attributable to the minority shareholder interests which
related to the Company's foreign and domestic subsidiaries, are shown separately
in the balance sheets and statements of operations, respectively.  Losses in
excess of the minority interest equity are charged against the Company.
Investments in entities owned 20% or more but less than majority owned and not
otherwise controlled by the Company are accounted for under the equity method.
     The consolidated financial statements are presented in accordance with the
accounting principles generally accepted in the United States.

REVENUE RECOGNITION.  The Company derives substantially all of its revenues from
the sale of advertisements on short-term contracts.  The Company's standard
rates for advertising currently range from $0.02 to $0.06 per impression.  To
date, the duration of the Company's advertising commitments has ranged from one
week to one year.  Advertising revenues are recognized ratably over the period
in which the advertisement is displayed, provided that no significant Company
obligations remain and collection of the resulting receivable is probable.
Company obligations typically include guarantees of minimum number of
"impressions," or times that an advertisement appears in page views downloaded
by users of YAHOO!.  To the extent minimum guaranteed impressions are not met,
the Company defers recognition of the corresponding revenues until guaranteed
impression levels are achieved.  Deferred revenue is comprised of billings in
excess of recognized revenue relating to advertising contracts.  During 1996,
SOFTBANK, a 36% shareholder of the Company, and its related companies accounted
for approximately 12% of net revenues.  During the period from March 5, 1995
(Inception) to December 31, 1995, another company accounted for approximately
11% of net revenues.  International revenues were not material in any period
presented. License and royalty revenues are recognized as amounts are earned
under the terms of applicable agreements, provided no significant Company
obligations exist and collection of the resulting receivable is probable.
     Revenues from barter transactions are recognized during the period in which
the advertisements are displayed in YAHOO!.  Barter transactions are recorded at
the lower of estimated fair value of the goods or services received or the
estimated fair value of the advertisements given.  To date, barter transactions
have been insignificant.


27




PRODUCT DEVELOPMENT.  Costs incurred in the classification and organization of
listings within YAHOO! and the development of new products and enhancements to
existing products are charged to expense as incurred.
     Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed," requires
capitalization of certain software development costs subsequent to the
establishment of technological feasibility.  Based upon the Company's product
development process, technological feasibility is established upon completion of
a working model.  Costs incurred by the Company between completion of the
working model and the point at which the product is ready for general release
have been insignificant.

ADVERTISING COSTS.  Advertising costs are recorded as expense the first time an
advertisement appears.  Advertising expense totaled $3,801,000 for 1996 and
$126,000 for the period from March 5, 1995 (Inception) through December 31,
1995.

CASH, CASH EQUIVALENTS, SHORT AND LONG-TERM INVESTMENTS.  The Company invests
certain of its excess cash in debt instruments of the U.S. Government, its
agencies, and high-quality corporate issuers.  All highly liquid instruments
with an original maturity of three months or less are considered cash
equivalents; those with original maturities greater than three months and
current maturities less than twelve months from the balance sheet date are
considered short-term investments, and those with maturities greater than twelve
months from the balance sheet date are considered long-term investments.
     At December 31, 1996, short-and long-term investments were classified as
available-for-sale and consisted of 64% corporate debt securities, 26% debt
securities of the U.S. Government and its agencies, and 10% foreign debt
securities.  All long-term investments are due within five years.  At December
31, 1996, the fair value of the investments approximated cost.  Fair value is
determined based upon the quoted market prices of the securities as of the
balance sheet date.  At December 31, 1995, the Company did not hold any short or
long-term investments.

CONCENTRATION OF CREDIT RISK.  Financial instruments that potentially subject
the Company to significant concentration of credit risk consist primarily of
cash, cash equivalents, short and long-term investments, and accounts
receivable.  Substantially all of the Company's cash, cash equivalents, short
and long-term investments are managed by two financial institutions.  Accounts
receivable are typically unsecured and are derived from revenues earned from
customers primarily located in the United States.  The Company performs ongoing
credit evaluations of its customers and maintains reserves for potential credit
losses; historically, such losses have been immaterial and within management's
expectations.  At December 31, 1996, no one customer accounted for 10% or more
of the accounts receivable balance.  At December 31, 1995, two customers
accounted for a total of 21% of the accounts receivable balance.

PROPERTY AND EQUIPMENT.  Property and equipment, including leasehold
improvements, are stated at cost.  Depreciation is computed using the straight-
line method over the estimated useful lives of the assets, generally two to five
years.


28




INCOME TAXES.  Income taxes are computed using the asset and liability method.
Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.

FOREIGN CURRENCY.  The functional currency of the Company's subsidiaries in the
United Kingdom, Germany, and France is the local currency.  The financial
statements of these subsidiaries are translated to United States dollars using
year-end rates of exchange for assets and liabilities, and average rates for the
year for revenues, costs, and expenses.  Translation gains and losses, which
were insignificant at December 31, 1996, are deferred and accumulated as a
component of shareholders' equity.  Net gains and losses resulting from foreign
exchange transactions are included in the consolidated statements of operations
and were not significant during the periods presented.

NET LOSS PER SHARE.  Net loss per share is computed using the weighted average
number of common and common equivalent shares outstanding during the period.
Common equivalent shares consist of the incremental common shares issuable upon
conversion of the convertible preferred stock (using the if-converted method)
and shares issuable upon the exercise of stock options and warrants (using the
treasury stock method or the modified treasury stock method, whichever applies).
Common equivalent shares are excluded from the computation if their effect is
antidilutive, except that, pursuant to the Securities and Exchange Commission
Staff Accounting Bulletin, the convertible preferred stock (using the if-
converted method) and common equivalent shares (using the treasury stock method
and the assumed public offering price) issued subsequent to March 5, 1995
through April 11, 1996 have been included in the computation as if they were
outstanding for all periods presented.

USE OF ESTIMATES.  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reported period.  Actual results could differ from those estimates.

RECLASSIFICATION.  Certain prior period balances have been reclassified to
conform with current period presentation.

BENEFIT PLAN.  The Company maintains a 401(k) Profit Sharing Plan (the "401(k)
Plan") for its full time employees.  Each participant in the 401(k) Plan may
elect to contribute from 1% to 17% of his or her annual compensation to the
401(k) Plan.  The Company matches employee contributions at a rate of 25%.
Employee contributions are fully vested, whereas vesting in matching Company
contributions occurs at a rate of 33.3% per year of employment.  All
contributions to the 401(k) Plan are invested at the employee's discretion in
eight separate funds.  During 1996, the Company's contribution amounted to
$81,000, all of which was expensed.


29




NOTE 2 - BALANCE SHEET COMPONENTS

                                                             DECEMBER 31,
                                                             1996          1995

Property and equipment:
    Computers and equipment                            $1,520,000      $239,000
    Furniture and fixtures                                861,000         2,000
    Leasehold improvements                                290,000         3,000
                                                       ----------      --------
                                                        2,671,000       244,000
    Less: accumulated depreciation                       (448,000)      (58,000)
                                                       ----------      --------
                                                       $2,223,000      $186,000
                                                       ----------      --------
                                                       ----------      --------
Accrued expenses and other current liabilities:
    Accrued vacation, wages, and other
        employee benefits                              $  894,000      $110,000
    Accrued professional service expenses                 706,000        48,000
    Accrued content costs                                 554,000            --
    Other                                               2,213,000       362,000
                                                       ----------      --------
                                                       $4,367,000      $520,000
                                                       ----------      --------
                                                       ----------      --------


NOTE 3 - RELATED PARTY TRANSACTIONS

During July 1995, the Company entered into an agreement with a holder of
approximately 2% of the Company's Common Stock at December 31, 1996 whereby the
shareholder granted the Company a license for trademarks and intellectual
property rights for inclusion in YAHOO!.  The Company agreed to share with the
shareholder certain advertising revenue earned from YAHOO! pages where the
shareholder's data appears.  The amount of advertising revenue allocated to the
shareholder varies based upon the location of pages within YAHOO! and the level
of customer usage of the supplied data.  During 1996, the Company paid
approximately $375,000 to the shareholder under this agreement and the amount
due to the shareholder at December 31, 1996 was $186,000.  During the period
from March 5, 1995 (Inception) through December 31, 1995, no amount was paid to
the shareholder under the agreement and the amount due to the shareholder at
December 31, 1995 was $35,000.  The shareholder also pays certain fees for the
maintenance of YAHOO! pages where its data appears.  During 1996 and the period
from March 5, 1995 (Inception) through December 31, 1995, the Company recognized
$20,000 and $30,000, respectively, of maintenance revenue relating to the
agreement.
    During 1996, the Company recognized net revenues of approximately $2,075,000
on advertising contracts placed by SOFTBANK and its related companies, a 36%
shareholder of the Company at December 31, 1996.  Contracted prices on these
orders are comparable to those given to other major customers of the Company.
During 1996, the Company also


30




recognized publication revenues from a subsidiary of SOFTBANK of approximately
$200,000 and development and licensing revenues of approximately $85,000.
Additionally, a sales representative firm which is a subsidiary of SOFTBANK has
provided services to the Company totaling approximately $2,300,000 and $177,000
during 1996 and 1995, respectively.  The amount due to the firm for services
rendered totaled $896,000 at December 31, 1996 and $99,000 at December 31, 1995.
Additionally, the Company entered into two separate joint venture agreements
with SOFTBANK during 1996 (see Note 4 below).


NOTE 4 - JOINT VENTURES

YAHOO! JAPAN.  During April 1996, the Company signed a joint venture agreement
with SOFTBANK, a 36% shareholder of the Company at December 31, 1996, whereby
Yahoo! Japan Corporation was formed to establish and manage in Japan a Japanese
version of the YAHOO! Internet Guide, develop related Japanese on-line
navigational services, and conduct other related business.  The Company's
ownership interest in the joint venture is 40% and is being accounted for using
the equity method.  At December 31, 1996, the Company's investment in the joint
venture was $729,000, which was also the Company's initial investment.  There is
no commitment on either company's behalf to invest additional cash in the
joint venture.

YAHOO! MARKETPLACE.  On August 26, 1996, the Company entered into agreements
with Visa International Service Association (VISA) and another party to
establish a new company, Yahoo! Marketplace, to develop and operate a
navigational service focused on information and resources for the purchase of
consumer products and services over the Internet. The parties have agreed to
invest a total of up to $3,000,000 in proportion to their respective equity
interests, and as of December 31, 1996, had invested $1,000,000.  The Company
currently owns approximately 55% of the equity interest in Yahoo! Marketplace,
and therefore, has consolidated the financial results.  Additionally, the
Company holds two options to acquire a further 9% interest in Yahoo! Marketplace
for $3,600,000 and $7,000,000 which expire in August 1997 and August 1998,
respectively.  During 1996, Yahoo! Marketplace incurred losses from operations
of $637,000.  At December 31, 1996, $163,000 of the minority interest on the
balance sheet represents VISA's interest in the net assets of Yahoo!
Marketplace.  In connection with this agreement, the Company has issued to VISA
for a purchase price of $50,000 a warrant to purchase 350,000 shares of the
Company's Common Stock at an exercise price of $12.50 per share, which warrant
is exercisable during a two year period commencing in March 1997.

YAHOO! EUROPE.  On November 1, 1996, the Company signed a joint venture
agreement with a subsidiary of SOFTBANK, a 36% shareholder of the Company at
December 31, 1996, whereby separate companies were formed in Germany, the United
Kingdom, and France to establish and manage versions of the YAHOO! Internet
Guide for Germany, the United Kingdom, and France, develop related on-line
navigational services, and conduct other related business. The parties have
agreed to invest a total of up to $4,000,000 in proportion to their respective
equity interests, and as of December 31, 1996,


31




had invested $2,000,000.  The Company has a majority share of approximately 70%
in each of the Yahoo! Europe entities, and therefore, has consolidated the
financial results.  During 1996, Yahoo! Europe incurred losses from operations
of $842,000.  At December 31, 1996, $347,000 of the minority interest on the
balance sheet represents SOFTBANK's interest in the net assets of Yahoo! Europe.


NOTE 5 - SHAREHOLDERS' EQUITY

STOCK SPLIT.  On March 6, 1996, the Board of Directors authorized a 2-for-1
stock split (the "Stock Split") of the Company's Preferred Stock and Common
Stock.  All references to the number of shares of Preferred Stock, Common Stock,
and per share amounts have been retroactively restated in the accompanying
financial statements to reflect the effect of the Stock Split.

COMMON STOCK.  On April 11, 1996, the Company completed its initial public
offering of 2,990,000 shares of its Common Stock.  Net proceeds to the Company
aggregated approximately $35,043,000.  As of the closing date of the offering,
all of the Convertible Preferred Stock and Mandatorily Redeemable Convertible
Preferred Stock outstanding was converted into an aggregate of 12,850,072 shares
of Common Stock.  The Company has the right to repurchase, at the original issue
price, a declining percentage of certain of the common shares issued to
employees under written agreements with such employees.  The Company's right to
repurchase such stock declines on a percentage basis over four years based on
the length of the employees' continual employment with the Company.  At December
31, 1996, 3,055,555 shares of common stock were subject to repurchase by the
Company.

PREFERRED STOCK.  At December 31, 1996, the Company has authorized 10,000,000
shares of undesignated preferred stock.  At December 31, 1995, the Company had
authorized 7,750,072 shares of preferred stock, of which 5,212,000 shares had
been designated Series A Convertible Preferred Stock ("Series A") and 2,538,072
shares had been designated Series B Convertible Preferred Stock ("Series B").
At December 31, 1995, 5,200,000 of Series A and 2,538,072 of Series B were
issued and outstanding.  Holders of Series A and B were entitled to receive
noncumulative, preferential dividends of $0.025 and $0.24625, respectively, per
annum, when and if declared by the Board of Directors.  No such dividends were
declared.  In the event of liquidation or sale of the Company, Series A and B
shareholders were entitled to a per share distribution in preference to common
shareholders equal to the original issue price per share of $0.20 and $1.97,
respectively, plus any declared but unpaid dividends.  During March 1996, the
Company entered into an agreement to sell 5,100,000 shares of Mandatorily
Redeemable Convertible Series C Preferred Stock ("Series C") at a price of
$12.50 per share for aggregate proceeds of $63,750,000.  The holder of Series C
was entitled to receive cumulative, preferential dividends of $0.625 per annum,
payable on March 31 of each year, commencing March 31,1997.  The holder of
Series C was also entitled to receive dividends on Common Stock, when and if
declared by the Board of Directors, based on the number of shares of Common
Stock held by the holder of Series C, assuming conversion of all Series C into
Common Stock.  No such dividends on Common Stock have been declared.  In the
event of liquidation or sale of the Company, the Series C shareholder was
entitled to a per share dis-


32




tribution in preference to common shareholders equal to the original issue price
of $12.50 per share plus any accrued and unpaid dividends.  On April 11, 1996,
the Company completed its initial public offering of its Common Stock.  At that
time, all issued and outstanding shares of the Company's Convertible Preferred
Stock and Mandatorily Redeemable Convertible Preferred Stock were converted into
an aggregate of 12,850,072 shares of Common Stock.

STOCK OPTION PLAN.  In May 1995, the Board of Directors adopted the 1995 Stock
Plan (the "Plan") which originally provided for the grant of up to 5,000,000
incentive stock options, non-qualified stock options, and stock purchase rights.
On March 6, 1996,  the Board of Directors approved an increase in the number of
authorized shares in the Plan to 8,000,000.  Under the Plan, incentive stock
options may be granted to employees, officers, and directors of the Company and
non-qualified stock options and stock purchase rights may be granted to
consultants, employees, directors, and officers of the Company.  Options granted
under the Plan are for periods not to exceed ten years, and must be issued at
prices not less than 100% and 85%, for incentive and nonqualified stock options,
respectively, of the fair market value of the stock on the date of grant as
determined by the Board of Directors.  Options granted to shareholders who own
greater than 10% of the outstanding stock are for periods not to exceed five
years and must be issued at prices not less than 110% of the fair market value
of the stock on the date of grant as determined by the Board of Directors.
Options granted under the Plan generally vest 25% after the first year and
ratably each month over the remaining thirty-six month period.  Options to
purchase 541,831 and 67,500 shares were exercisable at December 31, 1996 and
1995, respectively.

A summary of the Plan's activity is as follows:

                                   AVAILABLE        OPTIONS
                                   FOR GRANT    OUTSTANDING     PRICE PER SHARE

Shares reserved                    5,000,000             --                  --
Options granted                   (3,454,910)     3,454,910       $0.02 - $0.20
Options exercised                         --       (189,400)              $0.02
                                  ----------      ---------     ---------------
Balance at December 31, 1995       1,545,090      3,265,510       $0.02 - $0.20

Additional shares reserved         3,000,000             --                  --
Options granted                   (3,716,343)     3,716,343     $0.20 - $20.875
Options canceled                     281,000       (281,000)    $0.02  - $18.50
Options exercised                         --       (496,377)              $0.02
                                  ----------      ---------     ---------------
Balance at December 31, 1996       1,109,747      6,204,476     $0.02 - $20.875
                                  ----------      ---------     ---------------
                                  ----------      ---------     ---------------


    During the period from January 1996 through April 1996, the Company granted
options to purchase an aggregate of 2,300,468 shares of Common Stock at exercise
prices ranging from $0.20 to $10.00 per share.  Based in part on an independent
appraisal obtained by the Company's Board of Directors, $625,000 of compensation
expense relating to certain options is to be recognized over the four-year
vesting periods of the options, of which, $156,000 was recognized in 1996.
During the period from March 5, 1995 (Inception) through December 31, 1995, the
Company granted options to purchase 294,400


33




shares of Common Stock to consultants in exchange for services at an exercise
price of $0.02 per share.  The Company recorded expense totaling $75,000 during
the period from March 5, 1995 (Inception) through December 31, 1995 based on the
estimated fair value of the services received.

DIRECTORS' STOCK OPTION PLAN.  Effective March 6, 1996, the Board of Directors
adopted the 1996 Directors' Stock Option Plan (the "Directors' Plan").  The
Directors' Plan provides for the issuance of up to 200,000 nonstatutory stock
options to nonemployee directors of the Company.  Each person who becomes a
nonemployee director of the Company after the date of the Company's initial
public offering will automatically be granted a nonstatutory option (the "First
Option") to purchase 40,000 shares of Common Stock upon the date on which such
person first becomes a director.  Thereafter, each director of the Company will
be granted an annual option (the "Annual Option") to purchase 5,000 shares of
Common Stock.  Options under the Directors' Plan will be granted at the fair
value of the stock and will vest in equal monthly installments over four years,
in the case of the First Option, or at the end of four years in the case of the
Annual Option.  At December 31, 1996, there had been no option grants under the
Directors' Plan.

EMPLOYEE STOCK PURCHASE PLAN.  Effective March 6, 1996, the Company's Board of
Directors adopted the Employee Stock Purchase Plan (the "Purchase Plan"), which
provides for the issuance of a maximum of 300,000 shares of Common Stock.
Eligible employees can have up to 15% of their earnings withheld, up to certain
maximums, to be used to purchase shares of the Company's Common Stock on every
January 1st and July 1st. The price of the Common Stock purchased under the
Purchase Plan will be equal to 85% of the lower of the fair market value of the
Common Stock on the commencement date of each six month offering period or the
specified purchase date.  There were no shares issued under the Purchase Plan
during 1996.

STOCK COMPENSATION.  The Company accounts for its employee stock option plans in
accordance with the provisions of Accounting Principles Board Opinion No. 25.
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123 (FAS 123), "Accounting for Stock-Based
Compensation" which established a fair value based method of accounting for
employee stock option plans.  The Company has elected to adopt the disclosure
method of FAS 123.  Had compensation cost for the Company's option plans been
determined based on the fair value at the grant dates, as prescribed in FAS 123,
the Company's net loss and pro forma net loss per share would have been as
follows:


                                        1996           1995

Net loss:
    As reported                 $ (2,334,000)    $ (634,000)
                                ------------     ----------
                                ------------     ----------
    Pro forma                   $ (3,158,000)    $ (636,000)
                                ------------     ----------
                                ------------     ----------

Net loss per share:
    As reported                 $      (0.09)    $    (0.03)
                                ------------     ----------
                                ------------     ----------
    Pro forma                   $      (0.12)    $    (0.03)
                                ------------     ----------
                                ------------     ----------


34




     Prior to the Company's initial public offering, the fair value of each
option grant was determined on the date of grant using the minimum value method.
Subsequent to the offering, the fair value was determined using the Black-
Scholes model.  Except for the volatility assumption which was only used under
the Black-Scholes model, the following range of assumptions was used to perform
the calculations:


                                    1996                1995

Expected life                  30 months           30 months
Interest rate                5.1% - 6.5%         5.3% - 6.0%
Volatility                           53%      not applicable
Dividend yield                        0%                  0%


     Because additional stock options are expected to be granted each year, the
above pro forma disclosures are not representative of pro forma effects on
reported financial results for future years.


NOTE 6 - INCOME TAXES

No provision for federal and state income taxes has been recorded as the Company
has incurred net operating losses through December 31, 1996.  The following
table sets forth the primary components of deferred tax assets:

                                                        DECEMBER 31,
                                                        1996           1995

Net operating loss and credit carryforwards      $ 2,651,000      $  94,000
Nondeductible reserves and expenses                1,382,000        134,000
Other                                                 86,000             --
                                                 -----------      ---------
Gross deferred tax assets                          4,119,000        228,000
Valuation allowance                               (4,119,000)      (228,000)
                                                 -----------      ---------
                                                 $        --      $      --
                                                 -----------      ---------
                                                 -----------      ---------


     At December 31, 1996 and December 31, 1995, the Company fully reserved its
deferred tax assets.  The Company believes sufficient uncertainty exists
regarding the realizability of the deferred tax assets such that a valuation
allowance is required.
     Deferred tax assets and related valuation allowances of approximately
$2,400,000 relate to certain U.S. operating loss carryforwards resulting from
the exercise of employee stock options, the tax benefit of which, when
recognized, will be accounted for as a credit to additional paid-in capital
rather than a reduction of the income tax provision.  Additionally, deferred tax
assets of $236,000 relate to operating loss carryforwards in various foreign
jurisdictions.  Certain of these carryforwards will expire if not utilized.


35




     At December 31, 1996, the Company had approximately $5,900,000 of federal
net operating loss carryforwards for tax reporting purposes available to offset
future taxable income; such carryforwards expire in 2010.  Additionally, the
Company has approximately $6,400,000 of California net operating loss
carryforwards for tax reporting purposes which will expire beginning in 2003.
     Under the Tax Reform Act of 1986, the amounts of and benefits from net
operating losses carried forward may be impaired or limited in certain
circumstances.  Events which may cause limitations in the amount of net
operating losses that the Company may utilize in any one year include, but are
not limited to, a cumulative ownership change of more than 50% over a three year
period.  At December 31, 1996, the effect of such limitation, if imposed, is not
expected to be material.


NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company leases its facilities under  noncancelable operating lease
agreements which expire in June 1998 and January 1999.  Future minimum lease
payments under noncancelable operating leases with initial terms of one year are
$527,000 in 1997, $482,000 in 1998, and $36,000 in 1999 aggregating $1,045,000.
Rent expense under operating leases totaled $350,000 during 1996 and $20,000 for
the period from March 5, 1995 (Inception) through December 31, 1995.
     On March 15, 1996, the Company entered into an agreement with Netscape
whereby the Company was designated as one of five "Premier Providers."  Under
the terms of the agreement, the Company is required to make payments of up to
$5,000,000 over the course of the agreement's one year term, which began in mid-
April 1996.  During 1996, $3,500,000 had been paid and recognized as expense
under the agreement.  The remaining $1,500,000 was paid during January 1997.
     From time to time the Company is subject to legal proceedings and claims in
the ordinary course of business, including claims of alleged infringement of
trademarks and other intellectual property rights.  The Company is not currently
aware of any legal proceedings or claims that the Company believes will have,
individually or in the aggregate, a material adverse effect on the Company's
financial position or results of operations.


36




REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF YAHOO! INC.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of shareholders' equity and of cash flows
present fairly, in all material respects, the financial position of Yahoo! Inc.
and its subsidiaries at December 31, 1996 and 1995, and the results of their
operations and their cash flows for the year ended December 31, 1996 and the
period from March 5, 1995 (Inception) through December 31, 1995, in conformity
with generally accepted accounting principles.  These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audit.  We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for the opinion expressed above.


/s/  Price Waterhouse LLP
- ------------------------------
San Jose, California
January 14, 1997


37




                                               
CORPORATE INFORMATION

EXECUTIVE OFFICERS AND DIRECTORS                  CORPORATE HEADQUARTERS
Timothy Koogle                                    Yahoo! Inc.
President and Chief Executive Officer             3400 Central Expressway, Suite 201
                                                  Santa Clara, California  95051-0703
Jerry Yang
Co-founder, Chief Yahoo and Director              INDEPENDENT ACCOUNTANTS
                                                  Price Waterhouse LLP
David Filo                                        San Jose, California
Co-founder and Chief Yahoo
                                                  LEGAL COUNSEL
Jeff Mallett                                      Venture Law Group
Senior Vice President, Business Operations        Menlo Park, California

Gary Valenzuela                                   TRANSFER AGENT
Senior Vice President, Finance and                First National Bank of Boston
Administration, Chief Financial Officer           c/o Boston EquiServe Limited Partnership
                                                  P.O. Box 8040
Farzad Nazem                                      Boston, Massachusetts  02266-8040
Senior Vice President, Product
Development and Site Operations                   FORM 10-K
                                                  A copy of the Yahoo! Inc. Form 10-K
Anil Singh                                        as filed with the Securities and Exchange
Vice President, Advertising Sales                 Commission is available at biz.yahoo.com/
                                                  profiles/yhoo.html or request a copy by
Eric Hippeau                                      mail without charge by contacting:
Director (1); Chairman and CEO,
Ziff-Davis Publishing Company                     Investor Relations
                                                  Yahoo! Inc.
Arthur Kern                                       3400 Central Expressway, Suite 201
Director (1)(2); Chairman and CEO,                Santa Clara, California  95051
American Media                                    (408) 731-3382
                                                  investor_relations@yahoo.com
Michael Moritz
Director (1)(2); General Partner,                 ANNUAL MEETING
Sequoia Capital                                   The annual meeting of shareholders will
                                                  be April 30, 1997 at 2:00 pm at the Guild
(1) MEMBER OF THE COMPENSATION COMMITTEE          Theatre, located at 949 El Camino Real,
(2) MEMBER OF THE AUDIT COMMITTEE                 Menlo Park, California

ALL TRADEMARKS ARE THE PROPERTIES OF THEIR        DESIGN & PRODUCTION: Hausman Design,
RESPECTIVE OWNERS                                 Palo Alto, CA, www.hausmandesign.com

STOCK INFORMATION
Yahoo! Inc. Common Stock is quoted on the         The Company had 472 shareholders of record as of
NASDAQ National Market System under the           December 31, 1996. The Company has not declared
symbol YHOO.  The following table sets forth      or paid any cash dividends on its Common Stock and
the range of high and low closing sales prices    presently intends to retain its future earnings, if any,
for the quarters indicated:                       to fund the development and growth of its business
                                                  and, therefore, does not anticipate paying any cash
                                                  dividends in the foreseeable future.



1996                  High          Low
                    --------     --------
Second Quarter      $  33.00     $  18.25
Third Quarter       $  24.00     $  15.75
Fourth Quarter      $  22.63     $  17.00


38

EX-21.1

                                  EXHIBIT 21.1

SUBSIDIARIES OF YAHOO! INC.

Name                                    Jurisdiction of Incorporation
- ----                                    -----------------------------

Yahoo! Marketplace, L.L.C.              Delaware
Yahoo! UK Ltd.                          United Kingdom
Yahoo! Holdings Limited                 United Kingdom
Yahoo! France, SARL                     France
Yahoo! GmbH                             Germany
 

EX-23.1

                                   EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-3694) of Yahoo! Inc. of our report dated January
14, 1997 which appears in the 1996 Annual Report to Shareholders which is
incorporated in this Annual Report on Form 10-K.  We also consent to the
incorporation  by reference of our report on the Financial Statement Schedule,
which appears in this Form 10-K.

PRICE WATERHOUSE LLP
San Jose, California
March 31, 1997
 

EX-27.1

 


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE YAHOO!
INC. ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

       
                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                      31,865,000
<SECURITIES>                                60,689,000
<RECEIVABLES>                                5,248,000
<ALLOWANCES>                                   600,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                            97,555,000
<PP&E>                                       2,671,000
<DEPRECIATION>                                 448,000
<TOTAL-ASSETS>                             110,255,000
<CURRENT-LIABILITIES>                        7,670,000
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        17,000
<OTHER-SE>                                 102,058,000
<TOTAL-LIABILITY-AND-EQUITY>               110,255,000
<SALES>                                              0
<TOTAL-REVENUES>                            19,073,000
<CGS>                                                0
<TOTAL-COSTS>                                3,076,000
<OTHER-EXPENSES>                            22,802,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (2,334,000)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (2,334,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,334,000)
<EPS-PRIMARY>                                   (0.09)
<EPS-DILUTED>                                     0.00