Codistribution Agreement - GeoCities and Yahoo! Inc.



                           CODISTRIBUTION AGREEMENT

                                        

     This CODISTRIBUTION AGREEMENT ("Agreement"), effective as of December 31,
1997 (the "Effective Date"), contains the understandings and agreement of
GeoCities ("GeoCities") and Yahoo! Inc. ("Yahoo") with regard to a strategic
alliance between such parties.

SECTION 1:  RESPONSIBILITIES OF PARTIES.
--------------------------------------- 

1.1  GeoCities manages and operates a community-based free web page hosting
     service and web site, www.geocities.com (the "GeoCities Properties").
     GeoCities agrees to offer the GeoCities Properties to registered users of
     www.yahoo.com (the "Yahoo Property"). Collectively, registered users of the
     Yahoo Property are referred to herein as "Yahooville Members"; registered
     users of GeoCities Properties are referred to herein as "Homesteaders", and
     registered users of both the Yahoo Property and GeoCities Properties are
     referred to herein as "Yahooville Homesteaders". GeoCities will use and
     make available to Yahooville Members GeoCities technology, publishing and
     community building tools, as set forth in Exhibit A attached hereto, which
                                               ---------
     shall at all times be at the same level with respect to nature, quality,
     feature, functionality and performance that GeoCities makes such
     technology, publishing and community building tools available to other
     members of GeoCities Properties. At all times GeoCities shall offer free
     Web page hosting services reasonably competitive with those offered by
     other leading providers of such services.

1.2  GeoCities will be Yahoo's Premier third party, branded partner providing
     free, personal, non-commercial web page hosting services to Yahooville
     Members from the Yahoo Property. For purposes of this Agreement, the phrase
     "Yahoo's Premier", with respect to GeoCities' rights shall mean,
     substantially as shown in Exhibit F (as such exhibit may be amended from
                               ---------
     time to time at Yahoo's sole discretion and upon notice to GeoCities), but
     in no event less than: [***]. Yahoo will have the ability to list other
     free web page hosting services [***]. In the event that Yahoo decides to
     provide its own, proprietary, personal, non-commercial web page hosting
     services to Yahoo users, then GeoCities will have the option of terminating
     this Agreement without penalty referenced in Section 6.2, 6.3, or
     otherwise.


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1.3  Links to Yahoo's thematic content and the Yahoo brand will be displayed in
     a GeoCities Premier Location on each of the main "neighborhood" and "topic"
     pages, or future manifestations or successors thereof, of the various
     GeoCities Properties thematic neighborhoods. For purposes of this
     Agreement, the phrase "GeoCities Premier Location" shall mean, at a
     minimum, prominently featured, typically in a central location, within the
     top two-thirds of each relevant page of the GeoCities Properties, and in
     any event consistent with other featured programs offered on GeoCities
     Properties, as set forth in Exhibit B attached hereto, as such exhibit may
                                 ---------         
     be amended from time to time at GeoCities' sole discretion, consistent with
     the requirements stated above in this Section 1.3, and upon notice to
     Yahoo. In addition, as possible, GeoCities and Yahoo will cooperate to
     establish Yahoo-branded, value-added programming services in windows on the
     GeoCities Properties.

1.4  At the "topic" page of each GeoCities "neighborhood" or future
     manifestations or successors thereof, GeoCities will make available a
     button or mark (the "Yahooville Button") for dynamic sub-aggregation of
     Yahooville Homesteader in the GeoCities Properties. The Yahooville Button
     will be mutually agreed by the parties, will include appropriate
     identification that the Yahooville Homesteader are registered users of
     Yahoo Property, and, at a minimum, will conform to GeoCities'
     specifications with respect to placement and size, and to Yahoo's
     specifications with respect to graphical design and content. Yahoo will be
     responsible for providing the graphical design and content for such
     Yahooville Button. Such specifications, placement, size, and graphical
     design shall be substantially as set forth in Exhibit C attached hereto.
                                                   ---------         

1.5  Each Yahooville Member who chooses to build a homepage on GeoCities will be
     provided, and will retain, a Yahooville Members' mark or designation
     substantially similar in size, placement and character to that set forth in
     Exhibit D attached hereto.
     ---------                 

1.6  GeoCities members will be offered association with Yahoo in two fashions:
     [***]. In any event, GeoCities Homesteaders [***].

1.7  GeoCities and Yahoo will mutually agree upon a "Welcome Yahooville Members
     to GeoCities" jump page (hosted on Yahoo), that is co-authored and co-
     branded by the parties, and which provides a smooth transition from the
     Yahooville Members profile page to GeoCities. The parties agree that no
     third party advertisements, third party offers,


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     or third party links will be contained on such jump pages or shall be
     presented to Yahooville Members until registration is complete and such
     member is part of the GeoCities Community.  GeoCities agrees that it will
     not specifically target in any way any soliciting, advertising, promotional
     or marketing activities or materials to Yahooville Members on GeoCities
     Properties on the basis of such person's status as a Yahooville Member.
     The parties agree that GeoCities may offer an option to Yahooville
     Homesteaders to register for other services and products at the end of the
     registration form on GeoCities Properties; provided, however, that such
                                                --------  -------           
     other products and services are not competitive with Yahoo's services, and
     only once such Yahooville Members have completed registration as a
     GeoCities Homesteader. To accomplish the foregoing, GeoCities may place a
     button or text link that links to an offer for GeoCities services.

1.8  Any substantial reduction in the features, quality, or functionality of the
     GeoCities Properties offered to Yahooville Homesteaders will be agreed upon
     between the parties.

1.9  GeoCities and Yahoo will jointly agree on an equal "value" of banner
     inventory on each respective service to be allocated solely for the purpose
     of cross-promotion of the relationship set forth in this Agreement. The
     parties agree that the first period to set "value'" will be [***] after the
     implementation date. Thereafter, "value" will be determined on a [***]
     basis. For purposes of this Agreement, the term "value" shall mean the
     value of such banner inventory as reflected in each party's then-current
     rate card, as set independently by each party.

1.10 GeoCities will have the ability to sell and retain [***]% of the revenue
     from inventory on GeoCities Properties associated with all Yahooville
     Members who join GeoCities Properties.

1.11 Each party hereto agrees to identify one to two employees to act as
     contacts and to work as reasonably required under this Agreement.

1.12 GeoCities shall submit "featured Homestead Pages" from the GeoCities
     Properties to Yahoo for inclusion, subject to Yahoo's ultimate editorial
     control, in the Yahoo Property. GeoCities shall also provide suggestions to
     Yahoo regarding the appropriate placement of such featured Homestead Pages
     in the Yahoo Property, including suggestions for specific categories within
     the Yahoo Property. The parties will discuss additional placement of such
     featured Homestead pages in the Yahoo Property on a periodic basis.

SECTION 2:  ADDITIONAL RESPONSIBILITIES OF YAHOO.
------------------------------------------------ 

2.1  Yahoo will market the GeoCities free web page hosting services in a premier
     position from the Yahooville Members Profile page and, at its sole
     discretion, from other areas of Yahoo Property, substantially in the manner
     set forth in Exhibit F attached hereto.  The 
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June 29, 1998                          3                            CONFIDENTIAL


 
     parties will discuss additional exposure for GeoCities to the Yahoo members
     on a periodic basis.

2.2  Yahoo will become GeoCities' Premier provider of navigational and directory
     services (including , without limitation, content buttons/links to specific
     content directories or aggregation points). For purposes of this Agreement,
     the phrase "GeoCities' Premier", with respect to Yahoo's rights shall mean:
     (i) prominently featured within the top two-thirds of each page within
     GeoCities Properties (the "Section 2.2 GeoCities Premier Location"); and
     (ii) no third party navigational or directory service will be offered in
     such Section 2.2 GeoCities Premier Location, except for banner advertising;
                                                  ------                        
     provided, however, that GeoCities may include [***] in such Section 2.2
     --------  -------                                                      
     GeoCities Premier Location, solely to the extent that each such reference
     or link to [***] appears below any reference to the Yahoo Property.
     GeoCities will have the ability to provide other search and directory
     services in a location outside the Section 2.2 GeoCities Premier Location
     (i.e., in the lower one third of a page).  In the event that GeoCities
     obtains a replacement service to [***], then said service shall appear
     outside the GeoCities Premier Location.

2.3  Yahoo will provide a GeoCities-specific value added programming module on
     the My Yahoo! content page for GeoCities Homesteaders who elect the My
     Yahoo! service, as set forth in Exhibit G attached hereto.
                                     ---------                 

2.4  Both Yahoo and GeoCities will be responsible for tracking the number of
     registered users each party has distributed to the other.  Within [***]
     days after the date that is [***] after the Implementation Date, and within
     [***] days after the end of each [***] thereafter, each party shall deliver
     to the other party a written report setting forth the number of registered
     users distributed to such other party during such reporting period.  For
     purposes of this Agreement, the "Implementation Date" shall mean the
     registration date of the first Yahooville Homesteader.

2.5  Each party hereto shall solely be responsible for providing all levels of
     customer support to users of its services and properties.

2.6  Yahoo agrees that it will not knowingly and specifically target in any way
     on behalf of any third party any soliciting, advertising, promotional or
     marketing activities or materials to Yahooville Homesteaders based on such
     person's status as a Yahooville Homesteader.

SECTION 3:  INTERNATIONAL; COMMERCIAL OFFERING.
---------------------------------------------- 

3.1  If Yahoo chooses to provide third party international free personal, non-
     commercial web page hosting services similar in scope and nature to that
     described in this Agreement, in the local language from other than from the
     Yahoo Property, Yahoo will, prior to approaching any third party with
     respect thereto, deliver to GeoCities a written notice describing such
     services and Yahoo's reasonable business requirements for the 


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     opportunity. At GeoCities' discretion, the parties will use good-faith
     efforts to negotiate and execute a written amendment to this Agreement to
     include such services under reasonable terms and conditions. If GeoCities
     declines to commence negotiations regarding any services within fifteen
     (15) days after receiving such written notice from Yahoo, or if the parties
     fail to reach agreement within thirty (30) days following the commencement
     of good faith negotiations (or such later date as is agreed by the
     parties), Yahoo may offer such opportunity to any third party.

3.2  If Yahoo chooses to [***].  At GeoCities' discretion, the parties will
     [***].  If GeoCities [***] within fifteen (15) days after receiving such
     written notice from Yahoo, or if [***], Yahoo may [***].

SECTION 4:  OWNERSHIP; CUSTOMER INFORMATION.
------------------------------------------- 

4.1  As between GeoCities and Yahoo, customer information and the content
     created or supplied by those customers will be the property of the
     respective party.  Specifically, as between GeoCities and Yahoo, Yahooville
     Members' profiles will be the property of Yahoo, and GeoCities' homepage
     content and GeoCities' Homesteaders' profiles will be the property of
     GeoCities, regardless of the origination of the member.

4.2  Yahoo and GeoCities will provide an automated mechanism for communicating
     registration information (name, zip code, email) to the other service for
     members joining the Yahoo Property from GeoCities Properties and for the
     members joining GeoCities Properties from the Yahoo Property.

SECTION 5:  EXCLUSIVITY.
----------------------- 

5.1  [***]


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5.2  [***]

5.3  GeoCities reserves the right to pursue an OEM strategy with any site not on
     the Exclusion List set forth in Section 5.1, except with respect to [***],
                                                  ------                       
     solely under the terms set forth in Section 5.4 hereto.  An OEM strategy
     would include, but not be limited to, providing free home page community
     services to the OEM customer for a fee.  GeoCities shall not pursue an OEM
     strategy, or provide any free or fee web page creation, hosting, or similar
     services to any site or property controlled by, under common control with
     or controlling, branded, or co-branded by, any party on the Exclusion List,
     except with respect to [***] as set forth in Section 5.4.
     ------                                                   

5.4  As part of the GeoCities OEM strategy, GeoCities will be permitted to
     provide free web page hosting services to [***], on the [***] site.  Such
     service may be provided as a co-branded [***]/GeoCities service on the
     [***] site, hosted by or for [***], with the [***] look and feel; provided,
                                                                       -------- 
     however, that such service or such [***] community members is not
     -------                                                          
     integrated with GeoCities Properties, and provided, further, that GeoCities
                                               --------  -------                
     may provide a link to  the [***] Community from the GeoCities Properties
     only after presentation of the GeoCities Properties.  In the event that
     GeoCities implements an OEM relationship with [***], Yahoo shall have the
     right to enter into negotiations with GeoCities for the purpose of entering
     into an OEM relationship with GeoCities. If the parties successfully
     conclude such negotiations, the agreement resulting therefrom shall
     supersede this Agreement.

SECTION 6:  TERM AND TERMINATION; AUDIT RIGHTS; SURVIVAL.
-------------------------------------------------------- 

6.1  The Initial Term of this Agreement shall be through [***].  The Agreement
     shall automatically be renewed for subsequent [***] renewal terms (the
     "Renewal Terms") unless either party delivers to the other party written
     termination notice at least ninety (90) days prior to the end of such
     Initial Term or any Renewal Term then in effect.  Neither party may
     terminate this Agreement during the Initial Term or a Renewal Term, except
                                                                         ------
     for breach by the other party which remains uncured for thirty (30) days
     after written notice to the branching party, or pursuant to Section 6.3.


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6.2  If GeoCities directly or indirectly is acquired by, merged or combined
     with, or if all of substantially all of the assets of GeoCities are
     acquired by, or if more than fifty percent (50%) of the voting power of
     GeoCities is acquired by, (any of the above aforementioned events being
     referred to as an "Acquisition") [***] or any subsidiaries thereof during
     the Initial Term, GeoCities will pay Yahoo a "user factor" of:  (i) $[***]
     per reasonably identifiable unique user; multiplied by (ii) the total
     distribution of Yahooville Members to GeoCities.  Thereafter, during any
     effective Renewal Term, upon an acquisition by the companies listed in this
     Section 6.2 or any subsidiaries thereof, GeoCities will pay Yahoo a "user
     factor" of:  (a) $[***] per reasonably identifiable unique user; multiplied
     by (b) the discrepancy in cross-distribution (rather than the total
     distribution)/1/ over the [***] period immediately preceding the effective
     date of such Acquisition.  Yahoo will have the right to terminate this
     agreement if GeoCities is acquired by the above companies, and the payment
     will be in effect only if Yahoo elects to terminate the agreement.  All
     such payments under this Section 6.2 shall be payable net thirty (30) days
     after the effective date of such termination, and shall be accompanied by a
     written report setting forth the basis for such payments.

6.3  Each party shall maintain complete and accurate records in accordance with
     generally accepted methods of accounting relating to the number of unique
     users, pursuant to this Agreement, for three (3) years after the last
     payment is due under this Agreement.  An independent  "Big Six" accounting
     firm retained by one party (the "Auditing Party") shall have access to such
     records of the other party (the "Audited Party"), no more frequently than
     once per calendar year, upon reasonable notice and during normal business
     hours, for purposes of auditing the number of unique users set forth in
     Sections 6.2 hereto, for so long as such records are required to be
     maintained.  The Auditing Party shall pay the expenses of the accounting
     firm, unless the number of unique users determined by the accounting firm
           ------                                                             
     varies by an excess of ten percent (10%) of the number of unique users
     reported by the Audited Party over the prior twelve (12) month period or
     the life of this Agreement (whichever is shorter), in which case the
     Audited Party shall promptly pay the Auditing Party the accounting firm's
     reasonable fees for such audit, and shall promptly pay any amounts owed by
     the Audited Party to the Auditing Party based on such number of unique
     users.

6.4  The following terms and conditions shall survive the expiration or
     termination of this Agreement:  Sections 2.5, 4.1, 6.3 (solely as stated),
     7.1, 7.2, 7.3, 7.5, 8, 9.1, and 9.2.


_________________
/1/  By way of example, but not limitation, in the event that 100 more Yahoo
     members become Yahooville Members than GeoCities homesteaders become
     Yahooville Members then, upon termination under this Section 6.2, GeoCities
     shall pay to Yahoo a fee of $[***] (100), or $[***].


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SECTION 7:  INDEMNITY; REPRESENTATIONS AND WARRANTIES.
----------------------------------------------------- 

7.1  GeoCities, at its expense, will indemnify, defend and hold harmless Yahoo,
     its employees, officers, directors, representatives, agents and affiliates,
     against any claim, suit, action, or other proceeding brought against Yahoo
     or such persons or entities based on or arising from a claim:  (i) that any
     technology, software, authoring tool, trademark, trade name, service mark,
     service name or other brand feature, any material, content, information,
     product or service produced, distributed, presented offered or publicized
     through or on the GeoCities Properties or any other web site owned or
     operated by GeoCities (whether created by GeoCities or any other person,
     including, without limitation, homesteaders or other users of GeoCities
     Properties) infringes in any manner any patent, copyright, trademark, trade
     secret or any other intellectual property right of any third party, is or
     contains any material or information that is obscene, defamatory, libelous,
     slanderous, or that violates any law or regulation, or that otherwise
     violates any rights of any person or entity, including, without limitation,
     rights of publicity, privacy or personality, or has otherwise resulted in
     any consumer fraud, product liability, tort, breach of contract, injury,
     damage or harm of any kind to any third party; or (ii) based on breach of
     any representation or warranty set forth in Section 7.3; provided, however,
                                                              --------  ------- 
     that such indemnification shall not apply to any claims which arise out of
     or result from any claim based on or arising from any data, content, or
     other materials provided by Yahoo to GeoCities hereunder; and provided,
                                                                   -------- 
     further, that in any such case: (x) Yahoo provides GeoCities with prompt
     -------                                                                 
     notice of any such claim; (y) Yahoo permits GeoCities to assume and control
     the defense of such action upon GeoCities' written notice to Yahoo of its
     intention to indemnify; and (z) upon GeoCities' written request, and at no
     expense to Yahoo, Yahoo will provide to GeoCities all available information
     and assistance necessary for GeoCities to defend such claim.  GeoCities
     will not enter into any settlement or compromise of any such claim without
     Yahoo's prior written consent, which shall not be unreasonably withheld,
     unless such settlement or compromise includes a complete release of all
     ------                                                                 
     claims against and liability for Yahoo.  GeoCities will pay any and all
     costs, damages, and expenses, including, but not limited to, reasonable
     attorneys' fees and costs awarded against or otherwise incurred by Yahoo in
     connection with or arising from any such claim, suit, action or proceeding.

7.2  Yahoo, at its expense, will indemnify, defend and hold harmless GeoCities,
     its employees, officers, directors, representatives, agents and affiliates,
     against any claim, suit, action, or other proceeding brought against
     GeoCities or such persons or entities based on or arising from a claim:
     (i) that any technology, software, authoring tool, trademark, trade name,
     service mark, service name or other brand feature, any material, content,
     information, product or service produced, distributed, presented offered or
     publicized through or on the Yahoo Property or any other web site owned or
     operated by Yahoo (whether created by Yahoo or any other person), infringes
     in any manner any patent, copyright, trademark, trade secret or any other
     intellectual property right of any 

June 29, 1998                          8                            CONFIDENTIAL


 
     third party, is or contains any material or information that is obscene,
     defamatory, libelous, slanderous, or that violates any law or regulation,
     or that otherwise violates any rights of any person or entity, including,
     without limitation, rights of publicity, privacy or personality, or has
     otherwise resulted in any consumer fraud, product liability, tort, breach
     of contract, injury, damage or harm of any kind to any third party; or (ii)
     based on breach of any representation or warranty set forth in Section 7.3;
     provided, however, that such indemnification shall not apply to any claims
     --------  -------           
     which arise out of or result from any claim based on or arising from any
     data, content, or materials provided by GeoCities to Yahoo hereunder; and
     provided, however, that in any such case: (x) GeoCities provides Yahoo with
     --------  -------         
     prompt notice of any such claim; (y) GeoCities permits Yahoo to assume and
     control the defense of such action upon Yahoo's written notice to GeoCities
     of its intention to indemnify; and (z) upon Yahoo's written request, and at
     no expense to GeoCities, GeoCities will provide to Yahoo all available
     information and assistance necessary for Yahoo to defend such claim. Yahoo
     will not enter into any settlement or compromise of any such claim without
     Yahoo's prior written consent, which shall not be unreasonably withheld,
     unless such settlement or compromise includes a complete release of all
     ------     
     claims against and liability for GeoCities. Yahoo will pay any and all
     costs, damages, and expenses, including, but not limited to, reasonable
     attorneys' fees and costs awarded against or otherwise incurred by
     GeoCities in connection with or arising from any such claim, suit, action
     or proceeding.

7.3  Each party to this Agreement represents and warrants to the other party
     that 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.

7.4  GeoCities agrees that it shall maintain policies that are substantially and
     effectively similar to its current policies with respect to publicity,
     privacy, libel, slander, obscenity, and any complaints arising out of or
     relating to all content on the GeoCities Properties.

7.5  EXCEPT FOR THE OBLIGATIONS PURSUANT TO SECTIONS 7.1, 7.2, AND 8, UNDER NO
     CIRCUMSTANCES SHALL GEOCITIES, YAHOO, OR ANY AFFILIATE THEREOF BE LIABLE TO
     ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,
     OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT,  EVEN IF THAT PARTY HAS
     BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED
     TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

SECTION 8:  CONFIDENTIALITY.
--------------------------- 

8.1  GeoCities and Yahoo hereby acknowledge that each of them may have access to
     confidential and proprietary information which relates to the other party's
     business (the "Confidential Information").  Such information shall be
                    ------------------------                              
     identified as confidential at the time of disclosure.  Each party agrees to
     preserve and protect the confidentiality of the 

June 29, 1998                          9                            CONFIDENTIAL


 
     Confidential Information and not to disclose any applicable Confidential
     Information without the prior written consent of the other party; provided,
                                                                       --------
     however, that any party hereto may disclose to any other party any
     -------                
     information which is: (i) already publicly known; (ii) discovered or
     created independently of any involvement with such party; (iii) otherwise
     learned through legitimate means other than from such party; (iv)
     independently created by the receiving party without reference to the other
     party's Confidential Information; or (v) required by law or regulation to
     be disclosed; provided, however, that the party disclosing such
                   --------  -------
     Confidential Information under this Section 8.1(v) shall provide reasonable
     prior notice thereof to the other party. Moreover, any party hereto may
     disclose any Confidential Information hereunder to such party's agents,
     attorneys and other representatives or any court or competent jurisdiction
     or any other party empowered hereunder as reasonably required to resolve
     any dispute between the parties hereto. The parties agree that the
     existence of this Agreement is not Confidential Information under this
     Section 8.1; provided, however, that the terms and conditions of this
                  --------  ------- 
     Agreement are expressly considered Confidential Information under this
     Section 8.1.

SECTION 9:  MISCELLANEOUS.
------------------------- 

9.1  Notices.  All notices, requests and other communications called for by this
     -------                                                                    
     Agreement shall be deemed to have been given immediately if made by
     telecopy or electronic mail (confirmed by concurrent written notice sent
     first class U.S. mail, postage prepaid), if to Yahoo at 3400 Central
     Expressway, Suite 201, Santa Clara, CA 95051, Fax: (408) 731-3301
     Attention:  Vice President (e-mail: jmallett@yahoo.com), with a copy to its
     General Counsel (e-mail:jplace@yahoo.com), and if to GeoCities at the
     physical and electronic mail addresses set forth on the signature page of
     this Agreement, or to such other addresses as either party shall specify to
     the other.  Notice by any other means shall be deemed made when actually
     received by the party to which notice is provided.

9.2  Miscellaneous Provisions.  All references by name to sections, areas, or
     -------------------------                                               
     portions of the Yahoo Property refer to such sections, areas, or portions
     as of the Effective Date, as well as any revisions, additions,
     substitutions, replacements, or reclassifications made thereafter with
     respect to such sections, areas, or portions.  For purposes of example, and
     without limiting the generality of the preceding sentence, a change in
     designation of a portion of the Yahoo Property or GeoCities Properties
     identified herein shall not relieve Yahoo or GeoCities of any of its
     obligations or rights with respect to such portion.  This Agreement will
     bind and inure to the benefit of each party's permitted successors and
     assigns.  Neither party may assign this Agreement, in whole or in part,
     without the other party's written consent. Any attempt to assign this
     Agreement other than in accordance with this provision shall be null and
     void. This Agreement will be governed by and construed in accordance with
     the laws of the State of California, without reference to conflicts of laws
     rules, and without regard to its location of execution or performance.  If
     any provision of this Agreement is found invalid or unenforceable, that
     provision will be enforced to the maximum extent permissible, and the other
     provisions of this Agreement will remain in force.  Neither this Agreement,
     nor any terms and conditions contained herein may be construed as creating
     or constituting a partnership, joint venture or agency 

June 29, 1998                         10                            CONFIDENTIAL


 
     relationship between the parties. No failure of either party to exercise or
     enforce any of its rights under this Agreement will act as a waiver of such
     rights. This Agreement and its exhibits are the complete and exclusive
     agreement between the parties with respect to the subject matter hereof,
     superseding and replacing any and all prior agreements, communications, and
     understandings, both written and oral, regarding such subject matter,
     including without limitation, the Yahoo! Inc. Link Agreement, effective as
     of August 1, 1997. This Agreement may only be modified, or any rights under
     it waived, by a written document executed by both parties. The prevailing
     party in any claim or action brought by one party against the other party
     shall be entitled to full reimbursement of all of its reasonable attorneys
     fees and expenses incurred in connection with such claim or action.

9.3  The parties will cooperate to create any and all appropriate public
     announcements relating to the relationship set forth in this Agreement.
     Neither party shall make any public announcement regarding the content of
     this Agreement without the other party's prior written approval and
     consent.

     This Codistribution Agreement has been executed by the duly authorized
representatives of the parties, effective as of the Effective Date.

YAHOO! INC.                                  GEOCITIES
 
By: /s/ Tim Koogle                           By: /s/ David Bohnett
   ------------------------------               ----------------------------
   Name: Tim Koogle                             Name: David Bohnett
 
Title: President & CEO                       Title: CEO
 
Address:                                     Address:
 
Attn:  Senior VP, Business Operations        Attn: David Bohnett & Stephen Hansen
                                                   
3400 Central Expressway, Suite 201
Santa Clara, CA 95051                        1918 Main Street, 3rd Floor
Tel.: (408) 731-3300                         Santa Monica, CA  90405
Fax:  (408) 731-3302                         Tel: (310) 664-6500
e-mail: jmallett@yahoo.com                   Fax: (310) 664-6521
                                             email: dbohnett@geocities.com & shansen@geocities.com
 
June 29, 1998                         11                            CONFIDENTIAL