Advertising Agreement - Amazon.com Inc. and GeoCities


                             ADVERTISING AGREEMENT
                                        
     This Advertising Agreement (this "Agreement"), dated as of November 5,
1997, is made between Amazon.com, Inc., a Delaware corporation ("Amazon.com"),
and GeoCities, a California corporation ("GeoCities").    Amazon.com and
GeoCities sometimes are referred to collectively as the "Parties" and
individually as a "Party".   In consideration of the mutual promises contained
in this Agreement, Amazon.com and GeoCities hereby agree as follows:

SECTION 1.  DEFINITIONS

     The following terms (and all conjugations and declensions thereof) are used
in this Agreement with the respective meanings set forth below:

     1.1.  "ABOVE-THE-FOLD" means situated within the portion of a page that is
designed to be visible on a standard computer screen with a resolution of 640
pixels by 480 pixels without requiring the user to scroll horizontally or
vertically through the page.

     1.2.  "AFFILIATE" means, with respect to either Party, any individual or
entity that directly or indirectly controls, is controlled by or is under common
control with that Party. As used in this definition, "control" means either (a)
the ownership of greater than 50% of an entity's voting securities, or (b) the
ability, through contract or otherwise, to determine an entity's operating
activities. For the purposes of clarification, the parties acknowledge that
GeoCities Japan is not an Affiliate of GeoCities.

     1.3.  "AMAZON.COM SITE" means, collectively, all points of presence and/or
services maintained by Amazon.com or its Affiliates on the Internet or on any
other public data network.

     1.4.  "ASSOCIATE" means any World Wide Web site that registers and is
accepted as a participant in Amazon.com's Associates Program.

     1.5.  "COMMENCEMENT DATE" means the date GeoCities first provides
Amazon.com with all links, advertisements and other promotional placements
contained in "Phase 1 ," as more particularly described in Exhibit B to this
Agreement.

     1.6.  "COMPETITOR" means (a) any of the entities listed on Exhibit A, or
(b) any individual, corporation, corporate division, World Wide Web site or
other entity that either derives more than [***] of its annual gross revenues
from the sale of books or magazines, or is primarily known as a seller of books
or magazines.

     1.7.  "EXCLUSIVE AREAS" means the portions of the GeoCities Site that will
subject to the exclusivity provisions of Section 7, as more particularly
described in Exhibit C to this Agreement.

     1.8.  "GEOCITIES SITE" means, collectively, (a) the World Wide Web site
currently located at the URL www.geocities.com (and all successors or
replacements thereto, regardless of network or URL), and (b) all other points of
presence and/or services maintained by or on behalf

[***] Confidential treatment requested for redacted portion.

 
of GeoCities or its Affiliates on the Internet or on any other public data
network; provided, however, that "GeoCities Site" does not include any
Homesteader Page or GeoShop Page. Clauses (a) and (b) above will not include any
personal home page community that is co-branded or jointly developed by
GeoCities (or its Affiliates) and any third party to the extent that the
characterization of such community as part of the GeoCities Site would conflict
with or would violate either (i) any agreement between GeoCities and the
relevant third party dated prior to or concurrent with the establishment of the
community, or (ii) any agreement between the third party and any other person or
entity dated prior to or concurrent with the establishment of the community.
GeoCities will provide Amazon.com with reasonable documentary evidence
supporting the exclusion of any personal home page community from the GeoCities
Site pursuant to the preceding sentence.

     1.9.  "GEOSHOP PAGE" means any commercial home page established by an
individual or entity (other than GeoCities or its Affiliates) pursuant to
GeoCities GeoShop program that resides within a "member neighborhood" on the
GeoCities Site.

     1.10. "HOMESTEADER PAGE" means any personal home page established by an
individual or entity (other than GeoCities or its Affiliates) pursuant to the
GeoCities Homesteader program that resides within a "member neighborhood" on the
GeoCities Site.

     1.11. "INTERNATIONAL SERVICE" means any Internet or network-based service
that (a) is operated by an individual or entity other than a GeoCities
Affiliate, (b) is hosted on computer servers located outside of the United
States, (c) is substantially similar to all or any services offered via the
GeoCities Site, and (d) is operated either in conjunction with a GeoCities trade
name, trademark, service mark or other proprietary mark, or with material
assistance from GeoCities or its Affiliates.

     1.12. "PAGE VIEW" means each instance in which (a) an individual user
requests that a discrete Web page contained within the GeoCities Site be
transmitted to the user's computer, and (b) a GeoCities Site server actually
transmits the page to the user's computer.

     1.13. "QUALIFYING REVENUES" means, with respect to any payment period, (a)
the aggregate gross revenues (excluding taxes, gift-wrapping and shipping and
handling charges) derived by Amazon.com from product sales that occur during
Sessions, less (b) any revenues attributable to returned products, if such
revenues previously were included in "Qualifying Revenues."

     1.14. "SESSION" means each instance in which a user accesses the Amazon.com
Site via a hypertext link embedded in any link, advertisement or other
promotional placement provided by GeoCities under this Agreement, and then views
one or more consecutive Amazon.com Site pages. A Session terminates when the
user exits the Amazon.com Site by any means.

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SECTION 2.  PROMOTIONAL PLACEMENTS

     GeoCities will provide the advertisements and promotions specified in
Exhibit 8, in accordance with the provisions contained in that Exhibit.

SECTION 3.  PROMOTION OF ASSOCIATES PROGRAM

     GeoCities will implement a program through which GeoCities will encourage
its members with Homesteader Pages to become active members of Amazon.com's
Associates Program. The Parties will cooperate in the development of such
promotional program, with the goal of launching the program during first
quarter, 1998.

SECTION 4.  COMPENSATION

     4.1.   As full consideration for GeoCities' performance under this
Agreement (including, without limitation, GeoCities' provision of all links,
advertisements and promotions specified in Sections 2 and 3), Amazon.com will
pay GeoCities the fixed placement fees, variable incentive payments and new
Associate bounties specified in this Section 4.

     4.2.   During the initial term of this Agreement, Amazon.com will pay
GeoCities (a) a fixed development fee of $[***], and (b) fixed placement fees of
$[***]for each [***] that occurs subsequent to the Commencement Date.

     4.3.   During the term of this Agreement (including any renewal term), for
each [***] that occurs subsequent to the Commencement Date, Amazon.com will pay
GeoCities the applicable percentage(s) of Qualifying Revenues set forth below:




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     CUMULATIVE QUALIFIED REVENUES [***]                  REVENUE SHARE
                                                            PERCENTAGE
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                    [***]                                      [***]
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                    [***]                                      [***]
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                    [***]                                      [***]
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                    [***]                                      [***]
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     4.4.   For each Homesteader Page that becomes an Associate during the term
of this Agreement and, during the [***] following the Homesteader Page's
becoming an Associate is responsible for at least $[***] in referred product
sales (as calculated pursuant to the rules of the Associates Program),
Amazon.com will pay GeoCities a bounty of $[***]. Notwithstanding the foregoing,
Amazon.com will not be obligated to pay any bounties with respect to Homesteader
Pages that joined the Associates Program prior to the Commencement Date. This
provision will

[***]  Confidential treatment requested for redacted portion.

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survive the expiration or termination of this Agreement with respect to those
Homesteader Pages that became Associates within twelve (12) months prior to such
expiration or termination.

     4.5.  Amazon.com will pay the fixed development fee promptly following the
execution of this Agreement. Amazon.com will make all other payments under this
Section 4 on a [***] basis, in arrears. Specifically, within 30 days following
the end of each [***] occurring subsequent to the Commencement Date, Amazon.com
will pay GeoCities an amount equal to the fixed placement fee payable under
Section 4.2, plus the revenue share that accrued during the period under Section
4.3, plus any new Associate bounties that accrued during the period under
Section 4.4. At GeoCities' option, GeoCities may submit invoices for the fees
specified in Section 4.2(b) at the beginning of each three-month payment period.

     4.6.  Amazon.com will deliver, together with each payment made pursuant to
Section 4.5, a written report signed by an authorized representative of
Amazon.com that describes (in reasonable detail) Amazon.com's calculation of the
payment amount.

     4.7.  GeoCities acknowledges that Amazon.com must implement certain
improvements to its accounting software to accurately track Qualified Revenues.
Amazon.com will use commercially reasonable efforts to implement such
improvements, with the goal of completing the implementation within ninety (90)
days following the date of this Agreement. Until such implementation is
complete, Amazon.com will estimate Qualifying Revenues in good faith, in
accordance with a written methodology to be provided to GeoCities.

SECTION 5.  IMPLEMENTATION

     5.1.  GeoCities and Amazon.com acknowledge that time is of the essence in
the design, development and commencement of the links, advertisements and
promotional placements specified in this Agreement. Accordingly, the Parties
will devote all commercially reasonable efforts to launch each link,
advertisement and promotional placement as soon as reasonably possible, in
accordance with a written development plan to be negotiated by the Parties in
good faith.

     5.2.  GeoCities, in cooperation with Amazon.com, will test the links,
advertisements and promotional placements required under the Agreement prior to
time that they "go live" on the GeoCities Site (e.g., prior to the time that
they are implemented and enabled on a production version of the GeoCities Site).

     5.3.  GeoCities will not cause any link, advertisement or promotional
placement under the Agreement to go live on the GeoCities Site prior to the
applicable date agreed by the Parties. Further, at Amazon.com's discretion,
traffic from promotional links and advertising placements will be enabled in
stages; provided, however, that such staging will not delay the Commencement
Date.

[***]  Confidential treatment requested for redacted portion.

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SECTION 6.  TRAFFIC DATA

     On a monthly basis, GeoCities will provide Amazon.com with mutually agreed
data concerning search and browsing behavior on the GeoCities Site, to the
extent such behavior reasonably could relate to the online promotion or sale of
books, magazines or other products that Amazon.com may sell from time to time.
Amazon.com will hold such data in confidence and will use it only in accordance
with reasonable guidelines to- be agreed by the Parties.  Notwithstanding
anything contained in this Section, GeoCities will not be required to deliver to
Amazon.com any user data in violation of its then-existing policies regarding
the protection of user information.

SECTION 7.  EXCLUSIVITY AND OTHER RIGHTS

     7.1.   [***]

     7.2.   Nothing in Section 7.1 will prevent GeoCities from directly selling
a limited number of books through its own store on the GeoCities Site, provided
that GeoCities does not offer to sell more than [***] book titles at any time.
Further, nothing in Section 7.1 will prevent the owner or operator of any
GeoShop Page from selling or promoting books or magazines on its GeoShop Page,
provided that (a) GeoCities first makes a commercially reasonable attempt to
persuade the owner or operator to become an Amazon.com Associate, and (b) the
owner's or operator's gross revenues attributable to the sale or distribution of
books and magazines during the twelve-month period prior to the launch of its
GeoShop Page did not exceed $250,000. At Amazon.com's request, GeoCities will
provide Amazon.com with reasonable documentation demonstrating its continuing
compliance with the preceding sentence.

     7.3.  If Amazon.com enters into any other product category other than the
sale of books or magazines, GeoCities will offer Amazon.com the opportunity to
participate in good-faith negotiations regarding extending the scope of this
Agreement to include the new category (subject to GeoCities' then-existing
contractual commitments).

     7.4.  GeoCities will introduce Amazon.com's principal executives to the
principal executives of each International Service. At Amazon.com's request,
GeoCities will use commercially reasonable efforts to facilitate discussions
between such principal executives regarding transactions involving any links,
advertisements, promotional placements or promotional activities that are
similar in nature to those provided under this Agreement.

[***]  Confidential treatment requested for redacted portion.

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SECTION 8. INDEMNIFICATION

     8.1.  Amazon.com will defend and indemnify GeoCities and its Affiliates
(and their respective employees, directors and representatives) against any
claim or action brought by a third party, to the extent relating to (a) the
operation of the Amazon.com Site, or (b) the violation of third-party
intellectual property rights by any editorial content or other materials
provided by Amazon.com for display on the GeoCities Site. Subject to GeoCities'
compliance with the procedures described in Section 8.3, Amazon.com will pay any
award against GeoCities or its Affiliates (or their respective employees,
directors or representatives) and any costs and attorneys' fees reasonably
incurred by GeoCities and its Affiliates resulting from any such claim or
action.

     8.2.  GeoCities will defend and indemnify Amazon.com and its Affiliates
(and their respective employees, directors and representatives) against any
claim or action brought by a third party, to the extent relating to (a) the
operation of the GeoCities, or (b) the violation of third-party intellectual
property rights by any materials provided by GeoCities for display on the
Amazon.com Site. Subject to Amazon.com's compliance with the procedures
described in Section 8.3, GeoCities will pay any award against Amazon.com or its
Affiliates (or their respective employees, directors or representatives) and any
costs and attorneys' fees reasonably incurred by Amazon.com and its Affiliates
resulting from any such claim or action.

     8.3.  In connection with any claim or action described in this Section, the
Party seeking indemnification (a) will give the indemnifying Party prompt
written notice of the claim, (b) will cooperate with the indemnifying Party (at
the indemnifying party's expense) in connection with the defense and settlement
of the claim, and (c) will permit the indemnifying Party to control the defense
and settlement of the claim, provided that the indemnifying Party may not settle
the claim without the indemnified Party's prior written consent (which will not
be unreasonably withheld). Further, the indemnified party (at its cost) may
participate in the defense and settlement of the claim.

SECTION 9. INTELLECTUAL PROPERTY RIGHTS

     9.1.  Subject to the limited license granted to GeoCities under section
9.2, Amazon.com reserves all of its right, title and interest in its
intellectual property rights (e.g., patents, copyrights, trade secrets,
trademarks and other intellectual property rights). Subject to the limited
license granted to Amazon.com under Section 9.3, GeoCities reserves all of its
right, title and interest in intellectual property rights. Neither Party grants
any license to the other except as specifically set forth in this Section 9.

     9.2.  Amazon.com hereby grants to GeoCities, during the term of this
Agreement, a non-exclusive, non-transferable license to use Amazon.com's trade
names, trademarks, service names and similar proprietary marks as is reasonably
necessary to perform its obligations under this Agreement; provided, however,
that any promotional materials containing Amazon.com's proprietary marks will be
subject to Amazon.com's prior written approval.

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     9.3.  GeoCities hereby grants to Amazon.com, during the term of this
Agreement, a non-exclusive, non-transferable license to use GeoCities' trade
names, trademarks, service names and similar proprietary marks as is reasonably
necessary to perform its obligations under this Agreement; provided, however,
that any promotional materials containing GeoCities' proprietary marks will be
subject to GeoCities' prior written approval.

     9.4.  Neither GeoCities nor Amazon.com will use the other Party's
proprietary marks in a manner that disparages the other Party or its products or
services, or portrays the other Party or its products or services in a false,
competitively adverse or poor light. Each of GeoCities and Amazon.com will
comply with the other Party's requests as to the use of the other Party's
proprietary marks and will avoid any action that diminishes the value of such
marks. Either Party's unauthorized use of the other's proprietary marks is
strictly prohibited.

SECTION 10.TERM AND TERMINATION

     10.1. The term of this Agreement will begin on the date of this Agreement
and, unless terminated or renewed in accordance with this Section 10, will end
[***] following the Commencement Date.

     10.2. Either GeoCities or Amazon.com may terminate this Agreement if the
other party (a) materially breaches this Agreement and does not cure the breach
within thirty (30) days following its receipt of written notice from the non-
breaching party, or (b) ceases to carry on the portion of its business that
relates to this Agreement.

     10.3. Prior to consummating or concurrently with the consummation of any
merger, acquisition, transfer of control, sale of substantial assets or similar
transaction with any third party, GeoCities will obtain the third party's
written agreement to be bound by all terms and conditions of this Agreement. At
any time following the closing of any such transaction, Amazon.com may terminate
this Agreement without liability by giving written notice to GeoCities if (a)
the third party is a non-Competitor, and Amazon.com reasonably determines that
such transaction has resulted in a material reduction of the benefits of this
Agreement to Amazon.com, or (b) the third party is a Competitor.

     10.4. Sections 4.4 (to the extent specified therein), 8, 11, 12, and 13
(together with all other provisions that reasonably may be interpreted as
surviving termination or expiration of this Agreement) will survive the
termination or expiration of this Agreement.

     10.5. Amazon.com will have an option to renew the term of this Agreement
for a single [***] renewal term by giving GeoCities written notice, at least
thirty (30) days prior to the expiration of the initial term, indicating
Amazon.com's exercise of its option to renew the term of this Agreement. During
any such renewal term, all terms and conditions of this Agreement will remain in
full force and effect, except that the fixed development and placement fees
payable pursuant to Section 4.2 will be increased by a multiple equal to [***].
[***] the Parties will equitability adjust the fixed fees payable during the
renewal period to reflect such reduction in [***] traffic.

[***]  Confidential treatment requested for redacted portion.

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SECTION 11. DISPUTE RESOLUTION

     11.1.  In all discussions and activities relating to tiffs Agreement,
Amazon.com and GeoCities will cooperate in good faith to accomplish the
objectives specified in this Agreement. If any dispute arises relating to either
Party's rights or obligations under this Agreement, and the Parties are unable
to resolve the dispute in the ordinary course of business, Amazon.com and
GeoCities will use good-faith efforts to resolve the matter in accordance with
this Section 11.

     11.2.  Within five (5) days following the written request of either Party
(which will describe the nature of the dispute and other relevant information),
the Parties' managers who are responsible for the Amazon.com. GeoCities
relationship will meet to resolve the dispute at a mutually convenient time and
place. If the relationship managers are unable to resolve the dispute within two
(2) days following their initial meeting, they will refer the matter to the
Parties' divisional executives who are responsible for the administration of
this Agreement, along with a written statement (or statements) describing the
nature of the dispute and other relevant information.

     11.3.  Within five (5) days following the referral of the matter to the
Parties' divisional executives, the divisional executives will meet to resolve
the dispute at a mutually convenient time and place. Additional representatives
of the parties may be present at the meeting. If the divisional executives are
unable to resolve the dispute within two (2) days following their initial
meeting, they will refer the matter to the Parties' Chief Executive Officers,
along with a written statement (or statements) describing the nature of the
dispute and other relevant information.

     11.4.  Within five (5) days following the referral of the matter to the
Parties' CEOs, the CEOs will meet to resolve the dispute at a mutually
convenient time and place. Additional representatives of the parties may be
present at the meeting. If the CEOs are unable to resolve the dispute within two
(2) days following their initial meeting (or such later date as they may agree),
the Parties will be free to pursue whatever remedies may be available at law or
in equity.

     11.5.  All negotiations pursuant to this Section 11 will be confidential
and treated as compromise and settlement negotiations for purposes of applicable
rules of evidence. Any resolution reached under this Section will be reduced to
writing and signed by the Parties. During any dispute resolution procedure
conducted under this Section, the Parties will diligently perform all
obligations hereunder that are not directly related to the dispute.

SECTION 12. DISCLAIMERS, LIMITATIONS AND RESERVATIONS

     12.1.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, GEOCITIES DOES NOT
MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE
GEOCITIES SITE, GEOCITIES' SERVICES OR ANY PORTION THEREOF, INCLUDING (WITHOUT
LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GEOCITIES
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT
OF SALES REVENUE THAT AMAZON.COM MAY RECEIVE DURING THE

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TERM, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT AMAZON.COM MIGHT OBTAIN THROUGH
ITS PARTICIPATION IN THIS AGREEMENT.

     12.2.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AMAZON.COM DOES NOT
MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE
AAZON.COM SITE, AMAZON.COM'S SERVICES OR ANY PORTION THEREOF, INCLUDING (WITHOUT
LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AMAZON.COM
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT
OF SALES REVENUES THAT MAY OCCUR DURING THE TERM, AND (B) ANY ECONOMIC OR OTHER
BENEFIT THAT GEOCITIES MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

     12.3.  NEITHER AMAZON.COM NOR GEOCITIES WILL BE LIABLE TO THE OTHER FOR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA)
ARISING OUT OF THIS AGREEMENT. EACH PARTY'S ENTIRE LIABILITY ARISING FROM THIS
AGREEMENT (EXCEPT FOR LIABILITIES ARISING UNDER SECTION 8 OR RESULTING FROM THE
PARTY'S WILLFUL MISCONDUCT), WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED AN
AMOUNT EQUAL TO THE AMOUNTS TO BE PAID BY AMAZON. COM UNDER SECTION 4.

     12.4.  Amazon.com will remain solely responsible for the operation of the
Amazon.com Site, and GeoCities will remain solely responsible for the operation
of the GeoCities Site. Each Party (a) acknowledges that the Amazon.com Site and
the GeoCities Site may be subject to temporary shutdowns due to causes beyond
the operating Party's reasonable control, and (b) subject to the specific terms
of this Agreement, retains sole right and control over the programming, content
and conduct of transactions over its respective site.

SECTION 13. MISCELLANEOUS

     13.1.  The Parties are entering this Agreement as independent contractors,
and this Agreement will not be construed to create a partnership, joint venture,
franchise or employment relationship between them. Neither Party will represent
itself to be an employee or agent of the other or enter into any agreement on
the other's behalf of or in the other's name.

     13.2.  With respect to information received by either party as a result of
this Agreement, the Parties will abide by the terms and conditions of their
Nondisclosure Agreement dated as of August 25, 1997 (but only to the extent that
the information constitutes "Confidential Information," as defined in the
Nondisclosure Agreement). The Parties agree that the terms and conditions of
this Agreement will constitute Confidential Information under their
Nondisclosure Agreement.

     13.3.  Following the execution of this Agreement, Amazon.com and GeoCities
will prepare and distribute a joint press release (or coordinated press
releases) announcing the

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transaction. The contents and timing of the release (or releases) shall be as
mutually agreed by the Parties. Neither Party will issue any further press
releases or make any other disclosures regarding this Agreement or its terms
without the other Party's prior written consent.

     13.4.  In its performance of this Agreement, each Party will comply with
all applicable laws, regulations, orders and other requirements, now or
hereafter in effect, of governmental authorities having jurisdiction. Without
limiting the generality of the foregoing, each Party will pay, collect and remit
such taxes as may be imposed upon it with respect to any compensation, royalties
or transactions under this Agreement. Except as expressly provided herein, each
Party will be responsible for all costs and expenses incurred by it in
connection with the negotiation, execution and performance of this Agreement.

     13.5.  Each Party will keep detailed records of all activities reasonably
relating to its performance under this Agreement ("Records"). Either Party (the
"Auditing Party"), upon thirty (30) days' prior written notice to the other
Party (the "Audited Party"), may conduct an audit of the Audited Party's Records
for the purpose of verifying the accuracy and completeness of any report or
other information provided by the Audited Party under this Agreement. Any such
audit will be conducted (a) in a manner that will not unreasonably interfere
with the Audited Party's operations, and (b) by an independent certified public
accounting firm that is reasonably acceptable to the Audited Party and that has
agreed in writing to protect the confidentiality of the Audited Party's Records
and other information. A Party may conduct an audit under this Section no more
than once during any twelve-month period. The costs of any such audit will be
borne by Auditing Party; provided, however, that if any audit determines that
the report or other information subject to the audit is inaccurate or incomplete
by greater than ten percent (10%) (as measured by an appropriate measure
reasonably determined by the auditor), the Audited Party will promptly reimburse
the Auditing Party for all reasonable expenses incurred to conduct the audit.

     13.6.  Neither Amazon.com nor GeoCities will be liable for, or will be
considered to be in breach of or default under this Agreement on account of, any
delay or failure to perform as required by this Agreement as a result of any
causes or conditions that are beyond such Party's reasonable control and that
such Party is unable to overcome through the exercise of commercially reasonable
diligence. If any force majeure event occurs, the affected Party will give
prompt written notice to the other Party and will use commercially reasonable
efforts to minimize the impact of the event.

     13.7.  Any notice or other communication under this Agreement given by any
Party to any other Party will be in writing and will be deemed properly given
when sent to the intended recipient by registered letter, receipted commercial
courier, or electronically receipted facsimile transmission (acknowledged in
like manner by the intended recipient) at its address and to the attention of
the individual specified below its signature at the end of this Agreement. Any
Party may from time to time change such address or individual by giving the
other Party notice of such change in accordance with this Section 13.7.

     13.8.  Neither Amazon.com nor GeoCities may assign this Agreement, in whole
or in part, without the other Party's prior written consent (which will not be
withheld unreasonably),

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except to (a) any corporation resulting from any merger, consolidation or other
reorganization involving the assigning Party, (b) any of its Affiliates, or (c)
any individual or entity to which the assigning Party may transfer substantially
all of its assets; provided that the assignee agrees in writing to be bound by
all the terms and conditions of this Agreement. Subject to the foregoing, this
Agreement will be binding on and enforceable by the Parties and their respective
successors and permitted assigns. Nothing in this Section will limit
Amazon.com's rights under Section 10.3.

     13.9.  The failure of either party to enforce any provision of this
Agreement will not constitute a waiver of the party's rights to subsequently
enforce the provision. The remedies specified in this Agreement are in addition
to any other remedies that may be available at law or in equity.

     13.10. This Agreement (together with the parties' Nondisclosure Agreement)
(a) represents the entire agreement between the parties with respect to the
subject matter hereof and supersedes any previous or contemporaneous oral or
written agreements regarding such subject matter, (b) may be amended or modified
only by a written instrument signed by a duly authorized agent of each party,
and (c) will be interpreted, construed and enforced in all respects in
accordance with the laws of the State of Washington, without reference to its
choice of law rules. If any provision of this Agreement is held to be invalid,
such invalidity will not effect the remaining provisions.

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The parties have executed this Agreement on the date first written above.



                                 AMAZON.COM, INC.
 
                                 By:  /s/Amazon.com
                                 Its:  Vice President, Business Development
                                 1516 Second Avenue
                                 Seattle, WA 98101
                                 Facsimile:   206-346-2082
                                 Attn:   General Counsel
 
                                 GEOCITIES
 
                                 By:  /s/James A. Rea
                                 Its:  Vice President, Business Development

                                 1918 Main Street.  3rd Floor
                                 Santa Monica, CA 90405-1031
                                 Facsimile:   310-664-6520
                                 Attn:   James A. Rea

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                                   EXHIBIT A

                                  COMPETITORS
                                        

As used in this Agreement, "Competitors" includes (without limitation) the
following entities:


     [***]

[***] Confidential treatment requested for redacted portion.

 
                                   EXHIBIT B

                           PLACEMENTS AND PROMOTIONS
                                        

     GeoCities will provide to Amazon.com the placements and promotions
specified in this Exhibit.

1.   GENERAL

     1.1.  GeoCities and Amazon.com will use commercially reasonable efforts to
implement the placements and promotions provided in this Exhibit in a manner
that maximizes click through to, and product sales on, the Amazon.com Site. On
approximately a quarterly basis, the Parties will conduct program reviews to
assess the performance of the placements and promotions. If any placement or
promotion proves ineffective, the Parties will conduct good-faith negotiations
to modify such placement or promotion to improve its performance. As used in
this Exhibit, "strategic sponsor" means one of up to four (including Amazon.com)
premium GeoCities sponsors that, pursuant to agreements similar in nature to
this Agreement, are provided with promotional placements affording the highest
level of visibility offered to any other GeoCities sponsor.

2.   PHASE 1 (TARGET START DATE 12/1/97)

     2.1.  FIXED MEDIA PLACEMENTS.   GeoCities will provide Amazon.com with
advertising buttons and banners that yield a minimum of [***].  On a monthly
basis, the Parties will develop a media plan designating such placements from
among GeoCities' available inventory of premium placements.  Amazon.com will
reasonably determine the content and appearance of such buttons and banners in
accordance with GeoCities' generally applicable technical specifications.


     2.2.  POP-UP AND INTERSTITIAL ADVERTISEMENTS.   GeoCities will include
Amazon.com in its trials of pop-up and interstitial advertisements.  If
following such trials, GeoCities elects to implement pop-ups and/or interstitial
on a commercial basis, GeoCities will provide Amazon.com with a quantity of such
advertisements to be negotiated in good faith (provided that such quantity will
be no less than the quantity provided to any other strategic sponsor).

     2.3.  GEOCITIES HOMEPAGE. GeoCities continuously will provide Amazon.com
with a prominent promotional button on the GeoCities Homepage. The button (a)
will be presented with the buttons of up to [***], (b) will be no smaller than
[***], and (c) will be no smaller than the button of [***]. The size of all
[***] buttons, taken together, will be at least twice the size of the "Selected
Highlights" bar depicted on Attachment 1 to this Exhibit. Amazon.com will
reasonably determine the content and appearance of its button in accordance with
GeoCities' generally applicable technical specifications.

[***]  Confidential treatment requested for redacted portion.

 
     2.4.  NEIGHBORHOOD HOMEPAGES. GeoCities continuously will provide
Amazon.com with a prominent promotional button or other placement on each
GeoCities Neighborhood Homepage. The button or placement (a) will be presented
with the buttons or placements of up to [***], and (b) will be no smaller than
the button or placement of [***]. In addition, GeoCities continuously will
provide a "commerce special" area for the use of its [***], who will be entitled
to post advertisements in such area on a rotating basis. Amazon.com will
reasonably determine the content and appearance of its buttons, placements and
advertisements in accordance with GeoCities' generally applicable technical
specifications.

     2.5.  NEIGHBORHOOD TOPIC PAGES. GeoCities continuously will provide
Amazon.com with a prominent promotional button on each GeoCities Neighborhood
Topic Page. The button or placement (a) will be presented with the buttons or
placements of up to [***], and (b) will be no smaller than the button or
placement of [***]. In addition, GeoCities will permit Amazon.com to place
targeted advertisements on each Topic Page (or on a Product Page linked to the
Topic Page). Such advertising placements will be no less favorable than those
provided to [***]. Amazon.com will reasonably determine the content and
appearance of its buttons, placements and advertisements in accordance with
GeoCities' generally applicable technical specifications.

3.   PHASE 2 (TARGET START DATE 1/1/98)

     3.1.  MARKETPLACE PAGE. GeoCities continuously will provide Amazon.com with
a prominent advertising placement on the GeoCities Marketplace Page. The
placement (a) will be above-the-fold, (b) will be no smaller than the placement
of [***], and (c) will be larger than the placements of all [***]. Further, the
placement will be no less favorable than the placement depicted on Attachment 2
to this Exhibit. Amazon.com will reasonably determine the content and appearance
of its placement in accordance with GeoCities' generally applicable technical
specifications.

     3.2.  BOOK GUIDES PROGRAM. At Amazon.com's option, GeoCities will develop
and implement an incentive program for GeoCities homesteaders to host book-
related chat and discussion board sessions on their Homesteader Pages.

     3.3.  CHAT PROGRAM INTEGRATION. At Amazon.com's option, GeoCities will list
book-related chat sessions in a directory of active chat sessions and will
experiment with placing direct buy buttons on book-related, member-hosted chat
pages. Further, GeoCities will include targeted product offers in chat areas
(e.g., fishing-related books or magazines offered to participants in fishing
chats).

     3.4.  BOOK PAVILION. At Amazon.com's option, GeoCities will create and host
a "book pavilion" book resource, the specifics of which will be cooperatively
determined by the Parties.

     3.5.  KEY WORDS. If GeoCities implements a key-word based navigation
system, GeoCities will provide Amazon.com with banners or other placements on
all pages that result when a user enters any key-word that reasonably relates to
Amazon.com, books or magazines.

[***]  Confidential treatment requested for redacted portion.

                                       2

 
Amazon.com will reasonably determine the content and appearance of its
placements in accordance with GeoCities' generally applicable technical
specifications.

     3.6.  WELCOME WAGON. GeoCities will provide a prominent Amazon.com
promotional link or message in each "welcome" message or similar communication
that it sends to new Homesteader or GeoShop members. Amazon.com will reasonably
determine the content and appearance of its link or message in accordance with
GeoCities' generally applicable technical specifications.

4.   PHASE 3 (TARGET START DATE 7/1/98)

     GeoCities and Amazon.com will experiment with new promotional concepts and
will implement those that appear to provide successful results (subject in each
case to the agreement of both Parties). Areas that may be investigated include
product offers on search result pages, product offers on interest pages, product
offers on neighborhood script pages, product offers within instant messaging,
customized GeoGuides, buyers' clubs, first-time buyers' specials, limited-time
discounts, greeting card/gift certificates and special offers for GeoCities Site
visitors.

                                       3

 
                                   EXHIBIT C
                                        
                                  EXCLUSIVITY
                                        

1.   EXCLUSIVE AREAS. The [***] include the following pages (and any successors
thereof):

     [***]

2.   ADDITIONAL PROVISIONS. In addition to the restrictions contained in Section
7.1 of the Agreement, if GeoCities implements a key-word based navigation
system, GeoCities will not permit any Competitor to [***].

[***]  Confidential treatment requested for redacted portion.