GoTo-In-A-Box Agreement - Overture Services Inc. and Microsoft Corp.


                                AMENDMENT NO. 3
              Effective Date of Amendment No. 3: September 1, 2002


This AMENDMENT NO. 3 ("Amendment No. 3") to the GoTo-In-A-Box Agreement dated
April 15, 2001 (the "Agreement") is made by and between OVERTURE SERVICES, INC.,
a Delaware corporation ("Company"), and MICROSOFT CORPORATION, a Washington
corporation ("Microsoft").

                                    RECITALS

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

The parties hereby agree as follows:


                                    AMENDMENT

1.      Section 1.8 (the definition of "IE 4.x or 5.x") shall be deleted in its
        entirety and replaced with the following:

        1.8    "Internet Explorer" means the English-- and Spanish-speaking
               United States and English-speaking Canada versions of Microsoft
               Internet Explorer (IE) and any updates to such versions, released
               during the Term.

2.      Section 1.11 (the definition of "MSN Search Pane") shall be deleted in
        its entirety and replaced with the following:

        1.11   "MSN Search Pane" means a MSN-branded Web page end-users obtain
               after clicking the Search Button. With the parties' mutual
               consent, Microsoft may also test Company Search Results on other
               Microsoft Web pages that launch after end-users click the Search
               Button and include such Web pages within the definition of "MSN
               Search Pane" provided that Microsoft may unilaterally terminate
               such testing at any time with Forty-Eight Hours notice to
               Company.

3.      Section 1.16 (the definition of "Search Button") shall be deleted in its
        entirety and replaced with the following:

        1.16   "Search Button" means a button feature, or other such successor
               features implemented by Microsoft, that is part of IE, accessible
               to end-users, and labeled "search" (or similar term).

4.      Section 1.17 (the definition of "Search Pane") shall be hereby deleted
        in its entirety from the Agreement



Page 1 of 4                CONFIDENTIAL     Overture - Microsoft Amendment No. 3
                                                         GoTo-In-A-Box Agreement



5.      Section 2.4 shall be deleted in its entirety and replaced with the
        following:

        2.4    The parties acknowledge the Search Button not only launches the
               MSN Search Pane, but may--if users were assigned to an
               alternative search provider or chose an alternative search
               provider--launch other search pane features from external third
               parties or from internal Microsoft entities; however, Microsoft
               will ensure any reallocation of traffic among third-party
               providers will not intentionally jeopardize Company's receipt of
               all monthly Guaranteed Queries. If another entity within
               Microsoft preempts the MSN Search Pane, Microsoft will employ
               commercially reasonable efforts to ensure its obligations
               pursuant to this Agreement are fulfilled, including without
               limitation its obligation to deliver the monthly Guaranteed
               Queries. For the avoidance of doubt, the parties intend this
               Section 2.4 to allow for the possibility that not all end-user
               clicks on the Search Button will launch the MSN Search Pane. The
               parties do not intend this section to relieve Microsoft of its
               obligations under this Agreement or to allow Microsoft to
               terminate or renegotiate this Agreement.

6.      Section 5.1 (ii) shall be deleted in its entirety and shall be replaced
        with the following:

        "(ii)  all materials delivered by Company to Microsoft and/or to
               end-users accessing the Search Service through the MSN Search
               Pane pursuant to this Agreement including without limitation the
               Trademarks, Search Service UI, and/or, solely with respect to its
               relationship with Microsoft under this Agreement, search results
               do not infringe the copyrights, trademarks, service marks or any
               other proprietary right of any third party;

7.      The GTIAB Term shall be extended for the period commencing October 1,
        2002 and ending December 31, 2003 ("Second Extended GTIAB Term"),
        pursuant to the terms of the Agreement.

8.      If the following [*] conditions are met: [*], then, during the last
        month of the First Extended GTIAB Term (September 2002) and during the
        entire Second Extended GTIAB Term, Company will pay to Microsoft per
        month the greater of:

         (i)   [*] ("Fixed Payment"); or
        (ii)   A percentage of Gross Revenue (as set forth below).

               The percentage of monthly Gross Revenue Company will owe to
               Microsoft during the last month of the First Extended GTIAB Term
               (September 2002) and for the Second Extended GTIAB Term will be
               [*] percent


Page 2 of 4                CONFIDENTIAL     Overture - Microsoft Amendment No. 3
                                                         GoTo-In-A-Box Agreement


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

               ([*]%), with the following exception: Beginning July 1, 2003, if
               Microsoft delivers to Company in excess of [*] Queries from the
               MSN Search Pane in the US during a month, the percentage of Gross
               Revenue Company owes to Microsoft will be [*] percent ([*]%).

        If Microsoft does not meet [*] of the [*] conditions above, Microsoft
        qualifies only for the percentage of Gross Revenue set forth above.

        Company will make all payments to Microsoft within forty-five (45) days
        after the end of each calendar month. If Microsoft fails to deliver the
        Guaranteed Queries for one or more months, Microsoft will continue to
        provide Company placement on the MSN Search Pane until the cumulative
        deficient Guaranteed Queries are delivered. That is, if Microsoft fails
        to deliver the Guaranteed Queries by the end of the Second Extended
        GTIAB Term, Microsoft will continue to provide Company placement on the
        MSN Search Pane in the US until the shortfall is delivered. During such
        extension period, Company will not be required to make any additional
        Fixed Payments but Company will continue to be required to make Revenue
        Share Payments.

9.      Company will pay Microsoft prior to November 20, 2002 the non-refundable
        fees below for services between September 1, 2002 to June 30, 2003.

        a.     MSN Search Pane in the U.S. For the MSN Search Pane in the U.S.,
               Company will pay Microsoft a non-refundable fee of [*].

        b.     MSN Search Pane in Canada. For the MSN Search Site in Canada,
               Company will pay Microsoft a non-refundable fee of [*].

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

11.     The "Guaranteed Queries" for each month during the Second Extended GTIAB
        Term shall be [*] Queries from the MSN Search Pane in the US.

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



Page 3 of 4                CONFIDENTIAL     Overture - Microsoft Amendment No. 3
                                                         GoTo-In-A-Box Agreement


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

13.     This Amendment No. 3 amends modifies and supersedes to the extent of any
        inconsistencies, the provisions of the Agreement. Except as expressly
        amended by this Amendment No. 3, the Agreement remains in full force and
        effect.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the
Amendment No. 3 Effective Date set forth above. All signed copies of this
Amendment No. 3 are deemed originals. This Amendment No. 3 does not constitute
an offer by either party. This Amendment No. 3 is effective upon execution on
behalf of Company and Microsoft by their duly authorized representatives.

                                          
MICROSOFT CORPORATION                     OVERTURE SERVICES, INC.
One Microsoft Way                         74 N. Pasadena Avenue, 3rd Floor
Redmond, WA 98052-6399                    Pasadena, CA 91103

By /s/ JOHN KRASS                         /s/ TED MEISEL
   -----------------------------------    --------------------------------------
(Sign)                                    (Sign)
John Krass                                Ted Meisel
--------------------------------------    --------------------------------------
Name(Print)                               Name(Print)
PUM                                       CEO
--------------------------------------    --------------------------------------
Title                                     Title



Page 4 of 4                CONFIDENTIAL     Overture - Microsoft Amendment No. 3
                                                         GoTo-In-A-Box Agreement