Memorandum of Understanding - Infoseek Corp. and Kanematsu Corp.


                           *CONFIDENTIAL TREATMENT REQUESTED.  CONFIDENTIAL
                           PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES
                           AND EXCHANGE COMMISSION


                           MEMORANDUM OF UNDERSTANDING

Infoseek Corporation ("Infoseek") is considering a two-phase strategic alliance
with Kanematsu Corporation ("Kanematsu") to establish Infoseek Japan ("Infoseek
Japan"). In the first phase of the alliance, Infoseek would enter into a
Marketing Alliance Agreement with Kanematsu Corporation to develop, deploy and
operate the initial Infoseek Japan service described below. In the second phase
of the alliance, Infoseek and Kanematsu would enter into a Joint Venture
Agreement, and collateral agreement(s) relative to technology licensing, and the
provision of other services, as applicable, to create a joint venture
corporation in Japan to develop, deploy and operate a second generation Infoseek
Japan service described below based on Infoseek search technology.

Based on preliminary discussions, it has been decided that detailed negotiations
are appropriate regarding the possible agreements between Infoseek and
Kanematsu.

This Memorandum of Understanding ("MOU") covers the draft proposal of the terms
and conditions of the strategic alliance, exchange of information and conduct of
such negotiations. The parties wish to avoid any misunderstandings and disputes
which might otherwise occur in the event that comprehensive agreements in this
subject are not fully negotiated and fully executed.

The parties acknowledge and agree that the subject matter of the negotiations
will involve numerous interrelated business and technical factors, and that,
except as set forth in this MOU, neither party shall be bound to the other for
any performance, payment license, right, or reliance with respect to the subject
matter, unless and until all material terms have been set forth in the
respective separate and binding agreements, the Marketing Alliance Agreement and
the Joint Venture Agreement, for Phase One and Phase Two of the Infoseek and
Kanematsu Strategic Alliance (as described below), respectively, signed by both
parties ("Comprehensive Agreement"). Unless otherwise specifically indicated
herein, where used herein "Comprehensive Agreement" shall refer to either the
Marketing Alliance Agreement or the Joint Venture Agreement. All proposals,
letters, agreements, points of proposed or actual agreements, "Term Sheets",
memos and charts used or exchanged in the negotiations either shall be reflected
in the applicable Comprehensive Agreement or shall be deemed rejected, rescinded
and void upon the end of negotiations. Nothing contained in this MOU shall be
deemed to limit the scope of the negotiations or the content of any
Comprehensive Agreement.

The parties acknowledge that Kanematsu is contemplating participating in the
Infoseek Series E Preferred Stock financing which both parties anticipate will
close on or about the time of execution of the Marketing Alliance Agreement.

I.   PHASE ONE OF THE INFOSEEK AND KANEMATSU STRATEGIC ALLIANCE
     ----------------------------------------------------------

A.   ALLIANCE STRUCTURE:

     Joint marketing alliance.

B.   PRODUCT/SERVICE:

     The initial Infoseek Japan service ("Phase One Service") will consist of
three major components:

     i.    A command bar with Japanese relevant content

     ii.   An indexing and search capability which will index and search
           Japanese documents

     iii.  A directory which will contain listings of Japanese sites with
           reviews written in the Japanese language and a translation of the 
           Infoseek Guide directory (existing English language based directory) 
           into the Japanese

                                     1 of 8


     language.

1.   Kanematsu will be responsible for acquiring third-party content to be
     placed on the command bar of the Phase One Service and all costs associated
     with such acquisition.

2.   Kanematsu will be responsible for acquiring or licensing an indexing and
     searching capability which will index and search for Japanese documents,
     and all costs associated with such acquisition. This indexing and searching
     capability will be deployed on the Phase One Service.

3.   Kanematsu will be responsible for acquiring or licensing a directory which
     will contain listings of Japanese sites with reviews written in the
     Japanese language, and all costs associated with such acquisition.

4.   Kanematsu will translate the existing Infoseek Guide directory (including
     site label/URL and site description/review).

5.   Infoseek will assist Kanematsu in adding third-party content to the
     Infoseek Japan command bar.

6.   Infoseek will assist Kanematsu in adding translation changes to the
     Infoseek Japan directory, including assistance in adding listings of
     Japanese sites with reviews written in the Japanese language.

7.   Infoseek will be responsible for and perform the design and implementation
     of the Phase One Service.

8.   Kanematsu will provide the necessary level of business and engineering
     resources required during Phase One to:

     i.    license or acquire Japanese relevant third-party content

     ii.   license or acquire an indexing and search capability to be deployed
           on the Phase One Service

     iii.  license or acquire directory listings of Japanese sites

     iv.   translate existing Infoseek Guide Directory listing

     All other aspects pertaining to the design, development and implementation
     of the Phase One Service shall be the responsibility of Infoseek.

9.   The Phase One Service will be operated by infoseek at the Infoseek facility
     in the United States.

C.  FINANCIAL:

*    1. Kanematsu will pay Infoseek [ ] prior to the commencement of Phase One
        for the design, implementation and operation of the Phase One Service; 
*       [   ] of which is associated with the purchase of dedicated equipment 
        for the Phase One Service (such equipment may be purchased directly or
        leased by Infoseek, purchased directly or leased by Kanematsu). Any
        purchased equipment will be owned by Kanematsu.

     2. Both Infoseek and Kanematsu will sell advertising on the Phase One 
*       Service. If Infoseek sells advertising, Infoseek will receive [ ] of
        net advertising revenues (net advertising revenues will be defined as
        gross advertising revenues less applicable ad frequency discounts, 


- --------
*   CONFIDENTIAL TREATMENT REQUESTED
    FOR REDACTED PORTION

                                     2 of 8

        agency discounts, and ad sales commissions). If Kanematsu sells 
        advertising, Kanematsu will receive 25% of net advertising revenues.

*    3. Kanematsu will receive [ ] of the net advertising revenues of the
        Phase One Service as consideration for acquiring the content, licensing
        or acquiring an indexing and search capability, licensing or acquiring
        the directory listings, and translation of the Infoseek Guide Directory
        listing.

     4. It is Infoseek's assumption that a potential flat fee payment
        arrangement between Infoseek and Infoseek's major distribution entity
        will secure a position on the Phase Two Service (as defined below)
        search page for Infoseek.

     5. Both parties acknowledge that royalties and third party payments to
        entities including, without limitation, distribution entities, may be
        attributable to the Phase One Service and may be apportioned against
        the remaining balance prior to the distribution to the parties. Both
        parties will mutually agree to any such royalties and third party
        payments attributable to the Phase One Service.

*    6. Any remaining balance of the net advertising revenues shall be [ ] 
        Infoseek and Kanematsu.

     7. In the event any internationalization engineering is performed, with
*       Kanematsu's prior express [ ], during Phase One to prepare the [ ]
        indexing and searching technology to be localized for the Phase Two
*       Service, [ ] applicable costs for such engineering. Costs associated
*       with this engineering effort [ ] and shall be limited to direct costs.

D.      TRADEMARKS:   

        All applicable Infoseek trademarks will be licensed to Kanematsu solely
        for use in conjunction with the Phase One Service.  Infoseek retains
        ownership of all Infoseek trademarks.

E.   ALLIANCES:

     1. Kanematsu will establish the necessary alliances to acquire third-party
        content for the Phase One Service.

*    2. Kanematsu will pursue an alliance with [ ] (which may include regional 
        and local advertising).

*    3.  Infoseek will pursue an alliance with [ ] of the Phase One Service on 
*        the [ ] page for the Japanese version of the [ ].
         

F.   TECHNOLOGY OWNERSHIP:

     1.  Ownership of any Infoseek technology, including but not limited to its
         indexing and search capability, and any technology licensed or acquired
         by Infoseek, and all applicable interfaces developed by Infoseek to
         enable the translation efforts, will remain with Infoseek and its
         licensors.

     2.  Ownership of any Kanematsu technology, including but not limited to its
         index and search capability, and any technology licensed or acquired 

- --------
*   CONFIDENTIAL TREATMENT REQUESTED
    FOR REDACTED PORTION

                                     3 of 8

         by Kanematsu, will remain with Kanematsu and its licensors.
        
G.   MANAGEMENT:

     1.  Infoseek shall be responsible for the program management of the design,
         implementation and operation of the Phase One Service which may include
         management of Kanematsu personnel on loan to Infoseek.

     2.  During the Phase One period and in anticipation of Phase Two, Infoseek
         and Kanematsu will cooperate to appoint the management personnel
         specified in the Phase Two portion of this MOU.

     3.  During the Phase One period and in anticipation of Phase Two Kanematsu
         shall organize and staff a working committee within Kanematsu to
         promote Infoseek Japan, sell advertising, and prepare for the Phase Two
         Service.

     4.  Kanematsu and any members of its working committee, may assist Infoseek
         in the operation of Phase One Services on an interim basis.

H.   TERM OF PHASE ONE:

     The term of Phase One shall be for a period ending upon the completion of
*    the development of Infoseek's [ ] indexing and search technology which is
*    anticipated to be the [ ]. At the end of such Phase One term both parties
     anticipate transitioning to Phase Two as described below. In the event
     Infoseek and Kanematsu agree that Phase One Service should be extended for
     an additional period of time, such extension shall be subject to terms for
     such extension, as may be mutually agreed upon in writing, including
     without limitation additional financing for such extended Phase One period.

II.  PHASE TWO OF THE INFOSEEK AND KANEMATSU STRATEGIC ALLIANCE
     ----------------------------------------------------------
     
A.   ALLIANCE STRUCTURE:

     A joint venture arrangement between Infoseek and Kanematsu to establish
     Infoseek Japan ("Infoseek Japan"). The ownership ratio in Infoseek Japan
*    would be [ ] Kanematsu and [ ] Infoseek Corporation. Such joint venture
     arrangement (including, without limitation, the structure thereof will be
     subject to further approval by Infoseek and Kanematsu and the Joint Venture
     Agreement. Capitalization of such joint venture will be negotiated by
     Infoseek and Kanematsu.  For such equity interest, it is anticipated that
*    Kanematsu's [    ] that Infoseek's capital contribution for Infoseek Japan
*    will be in the [ ].  The parties agree to explore this possibility in light
     of U.S. and Japanese legal requirements.

B.   PRODUCT/SERVICE:

     1.  In the second-phase Infoseek Japan Service ("Phase Two Service") the 
         Japanese language indexing and search technology acquired or licensed

- --------
*   CONFIDENTIAL TREATMENT REQUESTED
    FOR REDACTED PORTION

                                     4 of 8

*    by Kanematsu during Phase One [ ] indexing and search technology for
     indexing and searching for Japanese language documents.
  
     2.   Initially, the Phase Two Service may be operated by Infoseek at the
          Infoseek facility in the United States. Within a schedule to be
          determined, the Phase Two Service will be deployed in Japan.

C.   TECHNOLOGY OWNERSHIP:

     1.   Ownership of the Infoseek technology, including without limitation,
          intellectual property (trademarks and look and feel), the indexing and
          searching capabilities, all applicable interfaces developed by
          Infoseek to enable the translation efforts, and derivative works based
          thereon, will remain with Infoseek and Infoseek's licensors.

     2.   Ownership of any Kanematsu technology, and derivative works based
          thereon, included in the Phase Two localized product shall remain in
          Kanematsu.

     3.   Ownership of the User Interface of the Phase Two localized product
          shall remain with Infoseek Japan.

     4.   The Infoseek technology will be licensed to Infoseek Japan under a
          collateral technology licensing agreement. The parties anticipate that
*         such license arrangement will grant to Infoseek Japan an [ ], as
          mutually agreed upon by Infoseek and Kanematsu, with respect to the
          Infoseek technology for use on an Internet search service in Japan. It
          is anticipated that such licensing arrangement will be long term.

*    5.   [ ]

     6.   The parties acknowledge that it is their intent to keep each party's
          technology separate and to preserve the identification of the
          respective technologies.

     7.   In the event third party technology is licensed for Phase Two
          Services, any costs, including but not limited to any royalties or
          fees, shall be borne by Infoseek Japan.

D.   FINANCIAL:

*    1.   [ ] finance the internationalization engineering required to prepare
*         the [    ] indexing and searching technology to be localized for the
          Phase Two Service. Costs associated with this engineering effort will
          be determined by Infoseek and Kanematsu and shall be limited to direct
          costs.

*    2.   Infoseek Japan will pay [ ] of net advertising revenues (net
          advertising revenues will be defined as gross advertising revenues
          less applicable ad frequency discounts, agency discounts, and ad sales
          commissions) during Phase Two. Infoseek Japan will also pay Kanematsu
*         [  ] of net advertising revenue during Phase Two.

     3.   While the Phase Two Service is operated by Infoseek in the United
*         States, Infoseek Japan will provide Infoseek with an [ ] of net
          advertising revenue from the Phase Two Service. Infoseek Japan will
          also fund the incremental equipment necessary to operate the Phase Two
          Service in the United States.

- --------
*   CONFIDENTIAL TREATMENT REQUESTED
    FOR REDACTED PORTION

                                     5 of 8

*     4.  Upgrades to the [ ]-based, translated indexing and search technology
*         shall be provided to Infoseek Japan [                            ].
*         Such charges shall be applicable to [ ] to the Japanese version of the
*         [ ] technology and based on direct costs associated therewith.

*     5.  During Phase Two, a portion of the Infoseek [ ].  Such portion to be 
          reasonably determined by Infoseek and Kanematsu on a pro-rata 
          apportionment.

      6.  Both parties acknowledge that royalties and third party payments to
          entities including, without limitation, distribution entities, may be
          attributable to the Phase Two Service and may be apportioned against
          the remaining balance prior to the distribution to the parties.

      7.  Any remaining balance of the net advertising revenues shall remain
          with Infoseek Japan.

 E.   MANAGEMENT:

      1.  Infoseek Japan manages relationships with strategic partners and
          alliances in Japan (i.e. content providers, service providers),
          promotes distribution and supports the translation efforts, offers
          ongoing local technical support, and oversees the ongoing Phase Two
          Service.

      2.  Infoseek manages technology direction, provides assistance in on-going
          design matters and U.S. technical support.

      3.  Infoseek Japan manages general day-to-day operation of Infoseek Japan.

      4.  Kanematsu will appoint Infoseek Japan operations and finance personnel
          and will secure and/or provide all financial support of the ongoing
          operating costs of Infoseek Japan.

      5.  At a minimum, Infoseek retains the right to appoint the lead 
          management positions of Corporate Marketing, Advertising, Direct 
          Marketing, and Editorial. Infoseek shall also participate in the 
          selection of Engineering management personnel.

      6.  Infoseek retains the right to a) appoint a U.S. representative
          director(s) on the Infoseek Japan board to work in conjunction with a
          Japanese counterpart(s) and b) appoint the appropriate number of
          directors for the Infoseek Japan Board of Directors according to its
          ownership equity ratio of Infoseek Japan.

      7.  Appropriate mutually agreeable provisions regarding protection of the
          parties' interests in the joint venture will be added.

 F.   TRADEMARKS:

      All applicable Infoseek trademarks will be licensed to Infoseek Japan
      solely for use in conjunction with the Phase Two Service. Infoseek retains
      ownership of all Infoseek trademarks.

 G.   SCHEDULE:

      To be determined.

 III. GENERAL
      -------


 --------
*   CONFIDENTIAL TREATMENT REQUESTED
    FOR REDACTED PORTION


                                     6 of 8

A.   Each party shall bear its own expenses and costs with regard to all
     negotiations and activities relating to this MOU.

B.   Notwithstanding any other provision of this MOU, to the extent the
     provisions of the Infoseek Mutual Confidential Disclosure Agreement dated
     January 20, 1996 ("CDA") conflict with the terms of this MOU, the CDA shall
     control.

C.   Unless either party sooner terminates this MOU, with or without cause, or
*    unless the Marketing Alliance Agreement is not entered into on or before 
     March 29, 1996, this MOU will continue in effect until August 31, 1996. 
     Continuation of negotiations beyond these respective dates shall be 
     formally agreed upon in writing by the parties to extend the term for the 
     duration of negotiations. 

D.   Upon expiration or termination of this MOU, in the absence of a subsequent
     Comprehensive Agreement, only Section III B of this MOU and Section III E
     shall survive and continue.

E.   Neither party shall make a claim against, nor be liable to, the other for
     actual or consequential damages, including but not limited to lost profits,
     suffered by it because of any performance or failure to perform any
     obligations hereunder, or for termination of negotiations without a
     Comprehensive Agreement. The foregoing limitation shall not be construed to
     apply to claims arising separately from this MOU and negotiations hereunder
     or actions under or with respect to unrelated or superseding contracts or
     agreements. Nothing in this MOU obligates either party to sell or purchase
     any item from the other party, nor to enter into any Comprehensive
     Agreement.

F.   No obligation, covenant, or agreement relating to this MOU shall be binding
     until any of the Comprehensive Agreements are approved and signed by
     Kanematsu and Infoseek.

G.   Both parties agree that this MOU is the complete and exclusive statement of
     understanding between the parties and supersedes all prior agreements,
     whether oral or written, with respect to the subject matter hereof.



                                     7 of 8

ACCEPTED AND AGREED TO:                      ACCEPTED AND AGREED TO:

INFOSEEK CORPORATION                         KANEMATSU CORPORATION
IN SANTA CLARA, CALIFORNIA USA               IN TOKYO, JAPAN


By:                                          By: 
    -----------------------------------          -----------------------------
    Authorized Signature                         Authorized Signature


Name: ROBERT JOHNSON                         Name: MASAAKI TAKEUCHI
      ---------------------------------            ---------------------------
      Print                                        Print

Title:  CEO                                  Title:  General Manager
        -------------------------------              Computer Communication
                                                     & Aircraft Div.
                                                     -------------------------

Date:  March 30, 1996                        Date:  March 11, 1996
       --------------------------------             --------------------------



                                     8 of 8



 TYPE:  EX-10.49
 SEQUENCE:  12
 DESCRIPTION:  MARKETING ALLIANCE AGREEMENT W/ KANEMATSU 4/11/96



                                                                  EXHIBIT 10.49


                           *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL
                           PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES
                           AND EXCHANGE COMMISSION.


                          MARKETING ALLIANCE AGREEMENT

     This Marketing Alliance Agreement ("Agreement") is entered as of April 11,
1996 by and between Infoseek Corporation ("Infoseek"), a California corporation
with its principal place of business at 2620 Augustine Drive, Suite 250, Santa
Clara, California 95054 (facsimile number: 408-986-1889), and Kanematsu
Corporation ("Kanematsu"), a Japanese corporation with its principal place of
business at 2-1, Shibaura 1-Chome, Minato-ku, Tokyo 105-05 (facsimile number:
011-81-3-5440-6524).

I.   BACKGROUND

     Infoseek and Kanematsu intend to pursue a two-phase strategic alliance.
     This Marketing Alliance Agreement comprises the first phase of the alliance
     whereby Infoseek and Kanematsu Corporation agree to jointly develop, deploy
     and operate the Japanese-language Infoseek service described below ("Phase
     One Service"). In the second phase of the alliance ("Phase Two Service"),
     Infoseek and Kanematsu intend to enter into a Joint Venture Agreement to
     create "Infoseek Japan JV," a joint venture corporation in Japan, which
     will deploy and operate a second generation Infoseek Japan search service
     utilizing an internationalized indexing and searching technology ("Moby
     Technology") intended to be developed and financed during the Phase One
     Service. This Agreement sets forth the terms and conditions of the first
     phase of the strategic alliance and the exchange of information and conduct
     of the parties for the Phase One Service. Furthermore, the parties
     acknowledge that Kanematsu will be participating, on the same terms as the
     other investors, in the Infoseek Series E Preferred Stock financing, which
     the parties anticipate will close on or about the time of execution of this
     Agreement. This Agreement does not create any obligations, other than those
     created in the MOU, of either party with respect to Phase Two Service or
     the Joint Venture Agreement; Phase Two Service and the Joint Venture
     Agreement are subject to negotiation under the terms of the March 11, 1996
     Memorandum of Understanding ("MOU") between the parties which,
     notwithstanding Section M(1) hereof, remains in effect and in existence in
     accordance with its terms insofar as it relates to the Phase Two Service
     and the Joint Venture Agreement.

II.  PHASE ONE SERVICE OF THE INFOSEEK AND KANEMATSU STRATEGIC ALLIANCE

A.   PRODUCT/SERVICE:

     The Phase One Service will consist of three major components:

     i.    a command bar with Japanese relevant content,

     ii.   an indexing and search capability which will index and search
           Japanese documents and

     iii.  a directory which will contain listings of Japanese sites with
           reviews written in the Japanese language and a translation of the
           Infoseek Guide Directory into the Japanese language ("Infoseek Guide
           Directory" is defined as Infoseek's current English language based
           directory).

     1.    Kanematsu will be responsible for acquiring, on a continuing basis,
           third-party content to be placed on the command bar of the Phase One
           Service and all costs associated with such acquisition.

     2.    Kanematsu will be responsible for acquiring or licensing a third
           party indexing and searching capability which will index and search
           for Japanese documents,

           and all costs associated with such acquisition. This indexing and
           searching capability will be deployed on the Phase One Service.

     3.    Kanematsu will be responsible for acquiring or licensing, on a
           continuing basis, third party directories for use in the Phase One
           Service which will contain listings of Japanese sites with reviews
           written in the Japanese language, and all costs associated with such
           acquisition.

     4.    Kanematsu will be responsible for translating the existing Infoseek
           Guide Directory for use in the Phase One Service (including site
           label/title and site descriptions/reviews).

     5.    Infoseek will assist Kanematsu in adding third-party content to the
           Infoseek Japan command bar.

     6.    Infoseek will assist Kanematsu in adding translation changes to the
           Infoseek Japan directory, including assistance in adding listings of
           Japanese sites with reviews written in the Japanese language.

     7.    Infoseek will have the overall responsibility for the design,
           implementation and operation of the Phase One Service, including the
           incorporation of the Kanematsu acquired or licensed third-party
           content and technology into the Phase One Service; accordingly,
           Kanematsu's activities under Sections A(1), A(2), A(3) and A(4) will
           be subject to the reasonable approval of Infoseek.

     8.    Kanematsu agrees to (i) assist Infoseek in understanding the Japanese
           market and the Kanematsu acquired or licensed third-party content and
           technology and (ii) provide the necessary level of business and
           engineering resources required during the Phase One Service to
           implement Sections A(1), A(2), A(3) and A(4), namely to, without
           limitations:

            i.    license or acquire Japanese relevant third-party content,

            ii.   license or acquire third-party directory listings of Japanese
                  sites,

            iii.  license or acquire third-party indexing and search capability
                  to be deployed on the Phase One Service and

            iv.   translate the existing Infoseek Guide Directory listings.

            Any payments to third parties in connection with anything acquired
            or licensed from a third-party, as contemplated above, whether in
            connection with up-front fees, royalties or otherwise will be borne
            by Kanematsu and Kanematsu will indemnify Infoseek from any damages,
            liabilities, costs, expenses and attorneys fees in connection with
            any claim of infringement, misappropriation or otherwise in
            connection therewith or with anything else provided by Kanematsu.
            Infoseek will similarly indemnify Kanematsu from third party claims
            of infringement or misappropriation by anything provided by Infoseek
            to Kanematsu.

     9.    The Phase One Service shall be operated by Infoseek at an Infoseek
           facility in the United States.

B.   FINANCIAL:

     1.    Within five (5) days after the date this Agreement is signed by the
*          parties, Kanematsu will make a non-refundable payment to Infoseek of
           [        ], which is intended to fund the direct costs of the design,
           implementation and operation

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

* CONFIDENTIAL TREATMENT REQUESTED
  FOR REDACTED PORTION

                                        2



*          of the Phase One Service; up to [ ] of which is associated with the
           purchase of dedicated equipment for the Phase One Service. This
           equipment may be purchased directly or leased by Infoseek as
           determined by Infoseek or purchased directly or leased by Kanematsu,
           whichever is more cost effective for the parties. Any purchased
           equipment will be owned by Kanematsu. Infoseek has provided Kanematsu
           with a rough breakdown of currently anticipated cost categories.

     2.    Both Infoseek and Kanematsu will sell advertising on the Phase One
           Service pursuant to standard mutually agreed upon terms, conditions
           and policies; provided that neither party may make any commitment on
           the other party's behalf. Kanematsu shall forward any advertising
           order to Infoseek for acceptance and implementation. Each party
           will be responsible for collecting on advertising it sells. If
*          Infoseek sells advertising, Infoseek will receive [ ] of the Net
           Advertising Revenues from advertising which Infoseek sells ("Net
           Advertising Revenues" is defined as the gross advertising revenues
           actually received less any applicable advertising frequency
           discounts, advertising agency discounts, advertising sales
           commissions, refund, rebates and other standard deductions). If
*          Kanematsu sells advertising, Kanematsu will receive [ ] of Net
           Advertising Revenues from advertising for which Kanematsu forwarded
           firm orders. However, neither party will be entitled under this
*          Section B(2) to [ ] of Net Advertising Revenue from advertising [ ]
*          those specified in the [ ] applicable [ ] for the Phase One Service.
*          (Until a separate suggested [ ] is mutually agreed, Infoseek's
*          current [            ] will be used.)

*    3.    Notwithstanding the [ ] Kanematsu may receive pursuant to Section
*          B(2), Kanematsu will receive [ ] of the Net Advertising Revenues of
           the Phase One Service as consideration for acquiring the content,
           licensing or acquiring an indexing and search capability, licensing
           or acquiring the directory listings, and translation of the Infoseek
           Guide Directory listings.

     4.    It is Infoseek's assumption under this Agreement and the MOU that a
 *         [ ] arrangement between Infoseek and Infoseek's major distribution
 *         entity will [ ] for the Phase One Service and Phase Two Service on
           such distributor's search page. If this flat fee payment arrangement
           is made, then any expenses associated with this arrangement will not
           be deducted from the Net Advertising Revenue during the Phase One
           Service. If a flat fee payment arrangement is not made, the above
           percentages, as well as the MOU's allocations, to which Kanematsu is
           entitled may have to be adjusted downward. Such adjustment shall be
           mutually agreed upon by both parties. Such agreement shall not be
           unreasonably withheld or delayed.

     5.    Both parties acknowledge that royalties and third party payments paid
           by Infoseek to entities including, without limitation, distribution
           entities (other than the major distribution entity referred to in
           Section B(4) above), may be attributable to the Phase One Service and
           may be apportioned against the remaining balance of the Net
           Advertising Revenues prior to the distribution to the parties.
           (However, any payments Kanematsu is required to bear under Section A
           hereof, except for mutually agreed payments to content providers
           based on Net Advertising Revenues, will not be so apportioned.) Both
           parties will mutually agree in writing and in advance to any such
           royalties and third party payments attributable to the Phase One
           Service.


- ----------------------------------------
*CONFIDENTIAL TREATMENT REQUESTED
 FOR REDACTED PORTION

                                        3


     6.    Any remaining balance of the Net Advertising Revenues shall be shared
           on an equal basis by Infoseek and Kanematsu.

     7.    Any internationalization engineering performed by Infoseek during the
*          Phase One Service term, with [ ] as to cost to prepare and develop
*          the Moby Technology to be localized for the Phase Two Service, [ ].
           Costs associated with this engineering effort will be determined by
           Infoseek and shall be limited to direct costs. If the Phase Two
           Service is implemented, Infoseek shall grant a royalty-free (except
           as provided in Section II.C.7 of the MOU) license to the relevant
           Infoseek technology to Infoseek Japan JV for the Phase Two Service,
           in accordance with Section II.C.4 of the MOU. If the Phase Two
           Service is not implemented and the parties cannot agree on a
 *         mutually satisfactory licensing arrangement, [         
 *                                                                   ].

     8.    Within thirty (30) days after the end of each calendar quarter, each
           party will provide the other with its calculation of Net Advertising
           Revenues and apportionment with respect thereto in detail. Within an
           additional thirty (30) days thereafter, the parties will reconcile
           their accounts and make payments (i) to effect the foregoing
           allocation of Net Advertising Revenues and (ii) to ensure that each
           party is reimbursed for the portion borne by it of amounts deducted
           in determining Net Advertising Revenues or apportioned against Net
           Advertising Revenues. All payments between the parties will be made
           in U.S. dollars and all conversions from yen will be calculated based
           on the mean of the exchange rates quoted in the New York Wall Street
           Journal for the first day of the applicable quarter and the last day
           of the applicable quarter. Each party shall have the right, at its
           own expense, during the term of this Agreement and for one (1) year
           thereafter, to hire an independent public accountant, reasonably
           acceptable to the other, to examine the relevant financial books and
           records of the other at normal business hours, upon reasonable notice
           to determine or verify the calculation and apportionment of Net
*          Advertising Revenues. If errors of [ ] percent [ ] or more in the
           other party's favor are discovered as a result of such examination,
           the other party shall bear the expense of such examination and pay
           the deficiency immediately. As a condition to such examination, the
           independent public accountant shall execute a written agreement,
           reasonably satisfactory in form and substance, to maintain in
           confidence all information obtained during the course of any such
           examination, except for disclosure to the hiring party as necessary
           to evidence improper calculation or apportionment of Net Advertising
           Revenues.

     9.    It is currently anticipated that if the Phase Two Service is
*          implemented, Kanematsu shall [  ] incurred pursuant to Sections [ ]
*          and [ ] of this Agreement from Infoseek Japan JV, subject to
*          financing for such [ ] being made available to Infoseek Japan JV
*          from Kanematsu over [ ] period beginning on the [ ] of the Joint
*          Venture Agreement at a [ ] rate and on [ ] to be [ ] between
           Kanematsu and Infoseek Japan JV.

 C.   TRADEMARKS:

      All applicable Infoseek trademarks and service marks will be licensed to
      Kanematsu solely for use in advertising brochures and other promotional
      material in conjunction with the Phase One Service, all subject to the
      reasonable approval of Infoseek. Infoseek retains ownership of all
      Infoseek trademarks and service marks. Kanematsu agrees to


- ------------------------ ---------------
 * CONFIDENTIAL TREATMENT REQUESTED
   FOR REDACTED PORTION

                                         4

     utilize the Infoseek trademarks and service marks according to Infoseek's
     current guidelines.

 D.  ALLIANCES:

     1.    Kanematsu will pursue the necessary alliances to acquire third-party
           content for the Phase One Service.

     2.    Kanematsu will pursue an alliance with Dentsu for advertising sales
           and NTT for business listings (which may include regional and local
           advertising).

*    3.    Infoseek will [ ] for premier listing of the Phase One Service on
*          the [ ] page for the Japanese version of the [ ].

 E.  TECHNOLOGY OWNERSHIP:

     1.    Ownership of any Infoseek technology, including but not limited to
           its indexing and search capability, and any technology licensed or
           acquired by Infoseek, and all applicable interfaces developed by
           Infoseek to enable the translation efforts, will remain with Infoseek
           and its licensors. Furthermore, Infoseek shall exclusively own all
           right, title and interest (including patent rights, copyrights, trade
           secret rights, and other rights throughout the world) in any
           inventions, works of authorship, ideas or information made or
           conceived or reduced to practice, during the term of this Agreement,
           by Kanematsu personnel that are loaned to Infoseek as contemplated by
           Section H(1) or that otherwise assist Infoseek in connection with the
           subject matter of this Agreement or the Moby Technology.

            i.    Kanematsu hereby makes and will provide all assignments
                  necessary to accomplish the foregoing ownership provision and
                  agrees to assist Infoseek, at Infoseek's expense, in every
                  proper way to evidence, record and perfect the assignment and
                  to apply for and obtain recordation of and from time to time
                  enforce, maintain, and defend such proprietary right.

            ii.   Any assignment of copyright hereunder includes all rights of
                  paternity, integrity, disclosure and withdrawal and any other
                  rights that may be known as or referred to as "moral rights"
                  (collectively "Moral Rights"). To the extent such Moral Rights
                  cannot be assigned under the applicable law, the assigning
                  party hereby waives such Moral Rights and consents to any
                  action consistent with the terms of this Agreement that would
                  violate such Moral Rights in the absence of such consent. The
                  assigning party will obtain and confirm any such waivers and
                  consents from time to time as requested by the other party.

     2.    Except as provided in Section E(1), ownership of any Kanematsu
           technology, including but not limited to its index and search
           capability, and any technology licensed or acquired by Kanematsu,
           will remain with Kanematsu and its licensors. However, if any
           developments or ideas assigned to Infoseek under Section E(1) cannot
           be reasonably made, used, reproduced or distributed without using or
           violating the intellectual property rights in the technology owned by
           Kanematsu and not assigned hereunder, Kanematsu hereby grants the
           Infoseek a perpetual, worldwide, royalty-free, non-exclusive,
           sublicensable right and license to exploit and exercise all such
           technology rights, except those technology rights related to indexing
           and searching technology acquired by Kanematsu pursuant to fulfilling
           its obligation in Section A(2). 

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

* CONFIDENTIAL TREATMENT REQUESTED
  FOR REDACTED PORTION

                                        5

F.   CONFIDENTIALITY:

     1.    Kanematsu agrees that all code, inventions, algorithms, know-how and
           ideas and, if in (or, within 30 days of disclosure, reduced to)
           tangible form and marked as "Confidential" or "Proprietary," all
           other business, technical and financial information it obtains from
           Infoseek, shall be the Proprietary Information of Infoseek. Infoseek
           agrees that any marketing techniques or information it obtains from
           Kanematsu that are in (or, within 30 days of disclosure are reduced
           to) tangible form and marked "Confidential" or "Proprietary" shall be
           the Proprietary Information of Kanematsu. Except as expressly and
           unambiguously allowed herein, each party will hold in confidence and
           not use or disclose any of the other party's Proprietary Information
           and shall similarly bind its employees in writing. Neither party
           shall be obligated under this Section F with respect to information
           it can document:

            i.    is or has become readily publicly available without
                  restriction through no fault of the receiving party or its
                  employees or agents; or

            ii.   is received by it without restriction from a third party
                  lawfully in possession of such information and lawfully
                  empowered to disclose such information; or

            iii.  was rightfully in the possession of the receiving party
                  without restriction prior to its disclosure by the disclosing
                  party; or

            iv.   was independently developed by employees or consultants of the
                  receiving party without access to the disclosing party's
                  Proprietary Information.

            Notwithstanding the foregoing, anything assigned by Kanematsu to
            Infoseek in connection with this Agreement shall be deemed the
            Proprietary Information of Infoseek disclosed by Infoseek to
            Kanematsu and exceptions (iii) and (iv) above will not be applicable
            thereto.

     2.    Each party acknowledges that any disclosure or unauthorized use of
           the other party's Proprietary Information will constitute a material
           breach of this Agreement and cause substantial harm to such other
           party for which damages would not be a fully adequate remedy, and,
           therefore, in the event of any such breach, in addition to other
           available remedies, such other party shall have the right to obtain
           injunctive relief.

G.   LIMITED LIABILITY:

     1.    NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, EXCEPT
           UNDER SECTION F, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY
           SECTION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT
           LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR
           CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER.

H.   MANAGEMENT:

     1.    Infoseek shall be responsible for the program management of the
           design, development and operation of the Phase One Service, which may
           include management of Kanematsu personnel loaned to Infoseek at
           Infoseek's request (such personnel will remain employees of Kanematsu
           and Kanematsu will be

                                        6

           responsible for compensation, insurance, tax withholding and all
           other matters with respect to such employees); Infoseek may terminate
           the loan of any Kanematsu personnel at any time at its will.
           Employees of Kanematsu who are on loan to Infoseek do not have any
           power or authority whatsoever to enter into any contract or
           agreements with, or make any commitment to, Infoseek on Kanematsu's
           behalf, unless expressly authorized to do so by Kanematsu.

     2.    During the Phase One Service period and in anticipation of the Phase
           Two Service, Infoseek and Kanematsu will cooperate to appoint the
           management personnel for the Phase Two Service.

     3.    During the Phase One Service period, Kanematsu shall organize and
           staff a working committee ("Working Committee") within Kanematsu to
           promote Infoseek Japan, sell advertising, and prepare for the Phase
           Two Service.

     4.    Kanematsu and any members of its Working Committee, may assist
           Infoseek, at Infoseek's request, in the operation of the Phase One
           Service on an interim basis.

I.   TERM AND TERMINATION:

     1.    The term of the Phase One Service shall be for a period ending upon
           the completion of the development of Infoseek's Moby Technology which
           is anticipated to be the end of July 1996. At the end of the Phase
           One Service term both parties anticipate transitioning to the Phase
           Two Service. In the event Infoseek and Kanematsu agree that the Phase
           One Service should be extended beyond July 1996, such extension shall
           be subject to terms for such extension as may be mutually agreed upon
           in writing, including without limitation, additional financing for
           such extended Phase One Service period.

     2.    Either party may terminate this Agreement upon 30 days written notice
           if the assumption made in Section B(4) does not materialize or any
           financial arrangement or adjustment referred to in Section B is
           materially wrong or cannot be agreed upon or if such party is
           otherwise materially losing money on the Phase One Service.

     3.    If either party should materially breach a material provision of this
           Agreement, the other may terminate this Agreement upon 60 days
           written notice unless the breach is cured within the notice period.

     4.    Responsibilities for payments to third parties, indemnities and
           accrued payments, as well as Sections E, F, G and J through M will
           survive any expiration or termination of this Agreement.

J.   RELATIONSHIP OF THE PARTIES:

     Notwithstanding any provision hereof, for all purposes of this Agreement
     each party shall be and act as an independent contractor and not as
     partner, joint venturer, or agent of the other and shall not bind nor
     attempt to bind the other to any contract or obligation.

K.   ASSIGNMENT:

     Neither party shall have any right or ability to assign, transfer, or
     sublicense any obligations or benefits under this Agreement without the
     written consent of the other

                                        7

     except that a party may assign and transfer this Agreement and its rights
     and obligations hereunder to any third party who succeeds to substantially
     all its business or assets.

 L.  NOTICE:

     Notices under this Agreement shall be sufficient only if personally
     delivered, sent by confirmed facsimile, delivered by a major commercial
     rapid delivery courier service or mailed by certified or registered mail,
     return receipt requested to a party at its addresses set forth herein or as
     amended by notice pursuant to this subsection. If not received sooner,
     notice by mail shall be deemed received 5 days after deposit in the U.S.
     mails.
 M.  MISCELLANEOUS:

     1.    This Agreement supersedes all proposals, oral or written, all
           negotiations, conversations, or discussions between or among parties
           relating to the subject matter of this Agreement and all past dealing
           or industry custom. The failure of either party to enforce its rights
           under this Agreement at any time for any period shall not be
           construed as a waiver of such rights. No changes or modifications or
           waivers are to be made to this Agreement unless evidenced in writing
           and signed for and on behalf of both parties.

     2.    During the term of this Agreement and for eighteen months thereafter,
           neither party will encourage or solicit any employee or consultant to
           leave the employ of the other party; the foregoing does not prohibit
           mass media advertising not specifically directed towards the other
           party's employees or consultants.

*    3.    Both parties agree that [ ] of this Agreement or, [ ] the MOU is [ ],
           neither party nor any affiliate thereof, will engage in any
*          Internet [ ] or Internet [ ] business or activity (or preparation
*          therefor) specifically directed to [ ] or [ ] markets other than
           pursuant to this Agreement, or assist or encourage any other person
*          or organization in doing so. This will not prevent [ ] from accepting
*          [ ] in connection with an [ ] service not specifically [ ] on [ ].

     4.    In the event that any provision of this Agreement shall be determined
           to be illegal or unenforceable, that provision will be limited or
           eliminated to the minimum extent necessary so that this Agreement
           shall otherwise remain in full force and effect and enforceable.

     5.    Both parties agree that no press releases or other publicity relating
           to the existence or substance of the matters contained herein will be
           made without the joint approval of the parties.

     6.    This Agreement shall be governed by and construed under the laws of
           the State of California and the United States without regard to
           conflicts of laws provisions thereof and without regard to the United
           Nations Convention on Contracts for the International Sale of Goods.
           Any disputes will be settled by arbitration in Santa Clara,
           California (which arbitration shall be binding and enforceable in any
           court of competent jurisdiction) in accordance with the rules of the
           American Arbitration Association (AAA). In any action or proceeding
           to enforce rights under this Agreement, the prevailing party shall be
           entitled to recover costs and attorneys' fees.

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

 * CONFIDENTIAL TREATMENT REQUESTED
   FOR REDACTED PORTION

                                        8



     7.    The rights and remedies of a party set forth herein with respect to
           failure of the other to comply with the terms of this Agreement
           (including, without limitation, rights of full termination of this
           Agreement) are not exclusive, the exercise thereof shall not
           constitute an election of remedies and the aggrieved party shall in
           all events be entitled to seek whatever additional remedies may be
           available in law or in equity.

     8.    No liability or loss of rights hereunder shall result to either party
           from delay or failure in performance (other than payment) caused by
           force majeure, that is, circumstances beyond the reasonable control
           of such party.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.


INFOSEEK CORPORATION
in Santa Clara, California, USA


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

Name  ROBERT E. L. JOHNSON
    -----------------------------

Title  April 11, 1996
     ----------------------------


KANEMATSU CORPORATION
in Tokyo, Japan


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

Name  MASAAKI TAKEUCHI
    -----------------------------

Title  General Manager
       Computer Communication & Aircraft Div.
     -------------------------------------





                                        9