Premier Search Services Agreement - Microsoft Corp. and GoTo.com Inc.


                       PREMIER SEARCH SERVICES AGREEMENT

This Premier Search Services Agreement (the "Agreement") is entered into and
effective as of the later of the two signature dates below (the "Effective 
Date") by and between MICROSOFT CORPORATION, a Washington corporation, located 
at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and GoTo.com, Inc., a 
Delaware corporation located at 130 West Union Street, Pasadena, CA 91103 
("Company").

                                    RECITALS

Company owns and makes available to Internet users a search service enabling 
Web users to conduct searches to locate information on the Internet.

Microsoft wishes to provide its end-users of Microsoft Internet Explorer the 
ability to access Company's search services in accordance with the terms and 
conditions of this Agreement.

                                   AGREEMENT

1.   DEFINITIONS

1.1  "Above the Fold" means the placement of particular items within a Web page
      in a manner that is visible to an end-user without any scrolling in a
      640x480 pixel resolution; provided that if a particular item is too large
      to be completely visible to an end-user without scrolling, the placement
      may continue below the fold.

1.2  "Click Through" means an end-user action associated with clicking on a 
     space provided for submitting a search query, which may be preceded by the 
     insertion of text into a search query space provided for such purpose. The 
     result of such an action is typically a set of search results.

1.3  "Default Placement" means the recurring placement of a search service on 
     the IE 3.x Page and/or the Pane which occurs upon specific end-user 
     selection of such search service as such end-user's default, which 
     placement may then be utilized by the end-user to initiate a search query 
     against the such search service. Default Placement alters and overrides 
     subsequent Rotational Placement unless and until such Default Placement is 
     disabled. Provided that the Default Placement is enabled, a Default 
     Placement will generate an Impression each and every time that the 
     end-user accesses the IE 3.x Page or the Pane subsequent to the Default 
     Placement.

1.4  "Default Selected Service" means the search service which appears on the 
     IE 3.x Page and/or the Pane as a result of a Default Placement.

1.5  "Drop Down" means the listing of all of the Premier Providers' search 
     services with only one Premier Provider visible (without end-user 
     interaction with the Drop Down) to the end-user at any one time from which 
     an end-user can initiate a User Placement. The Drop Down may include a 
     particular Other Search Service Provider solely as a result of a Default 
     Placement.

1.6  "Impression" means an end-user visible exposure of the Search Service 
     resulting from a Rotational Placement, Default Placement or User Placement 
     where such exposure is either delivered by a Microsoft hosted server or 
     re-directed to the Search Service at the Primary Web Site by a Microsoft 
     hosted server.

1.7  "IE 3.x, 4.x or 5.x" means the United States versions of Microsoft 
     Internet Explorer version 3.0, 4.0 or 5.0 (when available) as applicable 
     and any subsequent updates to such versions, but shall specifically not 
     include any later versions of Microsoft Internet Explorer (e.g. IE 6.x, IE 
     7.x, etc.), 



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1.8  "IE 3.x Page" means the initial Web page that would be delivered to the 
     end-user upon clicking the Search Button contained within IE3.x
     irrespective of the method utilized by the end-user to access such Web
     page.

1.9  "Link" means a link on a Web page that end-users can click on to access 
     another Web page.

1.10 "Pane" means the section within the Web page which would be delivered to 
     the end-user upon clicking the Search Button contained within IE 4.x/5.x 
     irrespective of the method utilized by the end-user to access such Web 
     page.

1.11 "Premier Provider" means each third party participating in Microsoft's 
     Premier Search Program.

1.12 "Premier Search Program" means the placement of the Premier Providers' 
     search services within IE 3.x, 4.x and 5.x.

1.13 "Other Search Service Providers" means third party providers of search 
     services other than the Premier Providers.

1.14 "Primary Web Site" means the Company Web site currently located at the URL 
     http://www.goto.com, or any successor site thereof.

1.15 "Rotational Placement" means the automatic placement of a search service 
     on the IE 3.x Page and/or the Pane without any action taken by the 
     end-user with respect to the Selection Mechanism, which placement may be 
     utilized by the end-user to initiate a search query against such search 
     service. A Rotational Placement will result in an Impression being 
     delivered.

1.16 "Rotational Selected Service" means the search service which appears on 
     the IE 3.x Page and/or the Pane as a result of a Rotational Placement.

1.17 "Search Button" means the button featured as part of IE 3.x, 4.x or 5.x 
     that is accessible to end-users and is labeled "Search" (or similar term) 
     as shown in Appendices A and B to Exhibit B or such other successor 
     feature implemented by Microsoft which provides a similar function.

1.18 "Search Service" means Company's search service currently known as 
     "GoTo.com" which performs searches of Company's database and/or the 
     Internet based on requests submitted over the Internet and is accessible 
     to end-users at the Primary Web Site.

1.19 "Selection Mechanism" means the Drop Down, Stack or any other similar 
     mechanism which is implemented by Microsoft on the IE 3.x Page or the Pane 
     for the purpose of referring a search service to the end-user and 
     subsequently allowing the end-user to initiate a User Placement.

1.20 "Site" means the United States version of the Microsoft portal Web site 
     currently located at http://home.microsoft.com, or such other replacement 
     site as designated by Microsoft.

1.21 "Stack" means the listing of all of the Premier Providers' search services 
     such that all are visible with only one clearly demarcated as the selected 
     search service, from which an end-user can initiate a User Placement.

1.22 "Term" means that period during which Microsoft will deliver Impressions 
     pursuant to this Agreement, which shall begin on September 1, 1998 (the 
     "Term Commencement Date") and shall continue through August 31, 1999, 
     inclusive, unless terminated or extended as provided for elsewhere in this 
     Agreement. Notwithstanding the immediately preceding sentence, Microsoft 
     may elect to delay the Term Commencement Date by up to thirty (30) days, 
     provided that in such event, the 



Company Search Services Agreement                                         Page 2


       expiration date of the Term shall be delayed by an equal number of days.

1.23   "Trademarks" means Company's Search Service logos as set forth on 
       Exhibit C and the Company trade names that are owned by or licensed to 
       Company and provided by Company to Microsoft under this Agreement.

1.24   "User Placement" means the non-recurring placement of a search service 
       on the IE 3.x Page and/or the Pane which occurs upon specific end-user 
       utilization of the Selection Mechanism to change the search service, 
       provided that subsequent Rotational Placement is not affected. Such 
       utilization of the Search Mechanism will replace the Rotational Selected 
       Service with the User Selected Service in a particular instance, which 
       placement may then be utilized by the end-user to initiate a search 
       query against the such search service. A User Placement will result in 
       an Impression being delivered.

1.25   "User Selected Service" means the search service which appears on the IE 
       3.x Page and/or the Pane as a result of a User Placement.

1.26   "Web" means that portion of the Internet commonly referred to as the 
       World Wide Web.

2.     TERMS

2.1    Provided that company satisfies its obligations as set forth in Exhibit 
       A as attached hereto and by this reference fully incorporated herein, 
       Microsoft will place the Search Service by the Term Commencement Date 
       within IE 3.x, 4.x or 5.x in accordance with the specifications set 
       forth in Exhibit B (the "Placement Specifications") as attached hereto 
       and by this reference fully incorporated herein.

2.2    In connection with the placement of the Search Service as described in 
       this Agreement, Company hereby grants Microsoft a non-exclusive, royalty 
       free, worldwide limited right to use and display the Trademarks.

3.     IMPRESSIONS

3.1    During the Term, Microsoft will deliver no less than *** Impressions (the
       "Guaranteed Impressions").

3.2    Microsoft will make good faith efforts to deliver no less than thirty 
       percent (30%) of the Guaranteed Impressions during the first six (6) 
       months of the Term, provided that Microsoft's failure or inability to 
       deliver such number of Impressions within such time will not be a breach 
       of this Agreement.

3.3    At any time after Microsoft has completed delivery of the Guaranteed 
       Impressions Microsoft may, in its sole discretion, discontinue the 
       rotation of the Search Service as described in Exhibit B, provided that 
       the Search Service will remain accessible to end-users by means of the 
       Selection Mechanism.

3.4    Company shall pay for Impressions delivered in excess of the Guaranteed 
       Impressions at the CPM specified in Section 4.2, provided that the total 
       amount payable by Company pursuant to this Agreement shall not exceed 
       the Payment Cap (as defined in Section 4).

3.5    If, at the end of the Term, Microsoft has not delivered the Guaranteed 
       Impressions, Microsoft will extend the Term for the placement of the 
       Search Service as described in Exhibit B until the earlier of an 
       additional three (3) month period or until the Guaranteed Impressions 
       are delivered. If, at the end of such additional three (3) month 
       period, Microsoft has not delivered the Guaranteed Impressions, 
       Microsoft shall have the option, at its sole discretion, to elect to (a) 
       extend the Term for the placement of the Search Service as described in 
       Exhibit B until the earlier of an additional three (3) month period (the 
       "Second Period") or until the Guaranteed Impressions are delivered; (b) 
       replace such




Company Search Services Agreement                                         Page 3

       *** Omitted and filed separately with the Commission.   

     shortfall with a program component of equivalent value as mutually approved
     by both parties; or (c) refund to Company an amount equal to *** per ***
     Impressions (the "Refund Rate") times the amount of the shortage of
     Impressions (i.e. Guaranteed Impressions less the number of Impressions
     delivered). If Microsoft elects option (a) above and has not delivered the
     Guaranteed Impressions by the end of the Second Period then Company will
     receive a refund in an amount equal to the Refund Rate times the amount of
     the shortage of Impressions (i.e. Guaranteed Impressions less the number of
     Impressions delivered by Microsoft through the end of the Second Period)
     within thirty (30) days of the end of the Second Period).

3.6  During the Term, Microsoft agrees to keep complete records relating to the 
     delivery of Impressions. Within twenty (20) days after the last day of 
     each calendar month of the Term, Microsoft shall submit to Company a 
     report stating the number of Impressions delivered during the applicable 
     month. Not more than once during the period beginning on the Term 
     Commencement Date and ending thirty (30) days following the last day of 
     the Term, Company shall have the right to commence an audit and/or 
     inspection to be made, at its expense, of the applicable Microsoft records 
     in order to verify reports on delivered Impressions issued by Microsoft. 
     Any such audit shall be conducted by a mutually acceptable third party, 
     provided that such party agrees in advance to maintain all information 
     obtained during such audit in confidence pursuant to a written agreement 
     approved in advance by Microsoft. Company acknowledges and agrees that 
     Microsoft may comply with Company's audit request by providing copies in 
     electronic form of server logs reflecting the Impressions delivered. All 
     information received by Company and/or its auditor in connection with such 
     audit shall be subject to the confidentiality provisions of this 
     Agreement. If, upon completion of its audit, Company reasonably determines 
     that there are discrepancies in the number of Impressions reported as 
     having been delivered and the number of Impressions actually delivered. 
     Company shall initiate good faith discussions with Microsoft regarding the 
     nature and scope of Company's concerns with respect to such discrepancies, 
     indicating each such concern with as much specificity as possible. If an 
     audit reveals that Company has paid Microsoft for any Impressions that 
     were not delivered, and Microsoft agrees with such audit, Microsoft shall 
     at its discretion either (a) offset any over paid amount against any 
     amounts due and payable by Company, (b) deliver a number of additional 
     Impressions sufficient to equal the number of Impressions for which 
     Company has paid Microsoft, or (c) refund to Company an amount equal to 
     those Impressions reported and paid, but not delivered. In no event shall 
     Company initiate any legal action with regard to the number of Impressions 
     delivered hereunder later than sixty (60) days following the last day of 
     the Term.

4.   PAYMENTS

4.1  Company shall pay to Microsoft *** in four equal payments of *** as 
     follows: (a) the first payment shall be due within twenty-four (24) hours
     of Company's receipt of a fully executed copy of this Agreement; (b) the
     second payment shall be due no later than ninety (90) days following the
     Term Commencement Date; (c) the third payment shall be due no later than
     one hundred eighty (180) days following the Term Commencement  Date; and
     (d) the fourth payment shall be due no later than two hundred and seventy
     (270) days following the Term Commencement Date.

4.2  If, during the Term, the number of Impressions delivered by Microsoft 
     exceeds the Guaranteed Impressions, Company shall remit to Microsoft within
     thirty (30) days of Company's receipt of the applicable statement an
     additional payment for each excess Impression calculated at the rate of ***
     for each additional *** Impressions ("CPM") delivered in excess of the
     Guaranteed Impressions, as applicable.

4.3  Notwithstanding the foregoing, in no event shall Company be required to 
     pay Microsoft more than *** (the "Payment Cap") in the aggregate for
     Impressions delivered (Guaranteed Impressions and excess Impressions)
     during the Term pursuant to this Agreement. 

Company Search Services Agreement                                        Page 4 
   
     *** Omitted and filed separately with the Commission.


4.4  All payments to be made pursuant to this Agreement shall be made via a 
     wire transfer as directed by Microsoft with a remittance copy faxed to the 
     attention of Billing Manager Deana Schroeder at 425-936-7329.

5.   NON-EXCLUSIVITY; CONFIDENTIALITY; PRESS RELEASES

5.1  Nothing in this Agreement will be construed as restricting either party's 
     ability to acquire, license, develop, manufacture or distribute for 
     itself, or have others acquire, license, develop, manufacture or 
     distribute for itself, content, software, news, sites, search services, 
     search results or the like, which is the same or similar to that 
     contemplated by this Agreement, or to market, promote and distribute same 
     in addition to that contemplated by this Agreement.

5.2  The parties acknowledge and agree that the terms and conditions of the 
     Microsoft Corporation Non-Disclosure Agreement dated as of August 7, 1998 
     ("NDA") entered into by and between the parties are incorporated into this 
     Agreement as if fully set forth herein and that all of the terms of this 
     Agreement (including but not limited to its existence) and all discussions 
     and negotiations related thereto are considered Confidential Information 
     as defined in the NDA. In the event that any of the incorporated terms of 
     the NDA are inconsistent with or conflict with this Agreement, then the 
     terms of this Agreement shall control.

5.3  Notwithstanding Section 5.2 above, each party further agrees that the
     incorporated restrictions in the NDA with respect to Confidential
     Information shall survive the termination of this Agreement. Each party may
     disclose the terms and conditions of this Agreement to its employees,
     affiliates and its immediate legal and financial consultants on a need to
     know basis as required in the ordinary course of that party's business,
     provided that such employees, affiliates and/or legal and/or financial
     consultants agree in writing in advance of disclosure to be bound by the
     NDA and this Section 5, and may disclose Confidential Information as
     required by government or judicial order, provided each party gives the
     other party prompt notice of such order and complies with any protective
     order (or equivalent) imposed on such disclosure.

5.4  Each party acknowledges that monetary damages may not be a sufficient 
     remedy for unauthorized disclosure or use of Confidential Information and 
     that each party may seek, without waiving any other rights or remedies, 
     such injunctive or equitable relief as may be deemed proper by a court of 
     competent jurisdiction.

5.5  Microsoft will issue an initial press release relating to the 
     establishment of the Premier Search Program, which will describe the 
     relationship between Microsoft and the Premier Providers, including 
     Company, and which may include an estimate of the total revenue generated 
     by Microsoft in connection with the Premier Search Program. Company shall 
     be provided with an opportunity to provide a quote and/or information to be
     included in such initial press release. Except as specified above, neither 
     party will issue any press release or make any public announcement(s) 
     relating in any way whatsoever to this Agreement or the relationship 
     established by this Agreement without the express prior written consent of 
     the other party, which consent shall not be unreasonably withheld, 
     provided that Microsoft may make informational references to the Premier 
     Search Program and the Company's participation in such program in other 
     publicity and press releases without obtaining Company's consent.

6.   WARRANTIES AND INDEMNIFICATION

6.1  Company. Company warrants and represents that: (i) it has sufficient 
     authority to enter into this Agreement; (ii) all materials delivered by 
     Company to Microsoft and/or to end-users accessing the Search Service 
     through IE 3.x, 4.x and/or 5.x pursuant to this Agreement including 
     without limitation the Trademarks, Search Service UI, and/or, solely with 
     respect to its relationship with Microsoft 



Company Search Services Agreement                                         Page 5



     under this Agreement, search results do not infringe the copyrights,
     trademarks, service marks or any other proprietary right of any third
     party; (iii) solely with respect to its relationship with Microsoft under
     this Agreement, the search results provided to Microsoft for inclusion in
     the Pane do not and will not contain any libelous, or materially false or
     misleading statements and do not otherwise infringe on the rights of any
     third party; (iv) the Search Service and all actions occurring as a result
     of the Search Service are in compliance with all applicable laws; and (v)
     Company will not permit to appear in, or be uploaded to any Microsoft
     property or equipment, including the Pane, any messages, data, images or
     programs, that would violate the property rights of others, including
     unauthorized copyrighted text, images, programs or trade secrets or other
     confidential and/or proprietary information, or trademarks or service marks
     used in an infringing fashion. Company will indemnify Microsoft from and
     against any loss, claim, liability, damage, action or cause of action
     (including, without limitation, reasonable attorneys' fees) brought against
     Microsoft by a third party and arising from or related to any breach by
     Company of the foregoing warranties, provided that Microsoft cooperates as
     set forth in Section 6.3. Microsoft reserves the right to immediately
     discontinue the placement and placement of the Search Service as provided
     in this Agreement, pending the satisfactory resolution of such matter, in
     the event that Microsoft receives notice which alleges that the Search
     Service or any portion thereof or any materials delivered hereunder (a)
     violate any applicable laws, and/or (b) infringe the copyrights,
     trademarks, service marks or any other proprietary right of any third
     party. In the event that Company is in material breach of the warranties
     set forth in this Section 6.1(ii), (iii) or (v) and such breach relates
     solely to search results that cannot be controlled by Company, then
     Microsoft's remedies for such breach shall be limited to (a) requiring
     Company to fulfill its indemnity obligation as set forth in this section;
     and (b) terminating this Agreement in accordance with Section 8.3 provided
     that if Microsoft elects to terminate this Agreement then Company shall
     receive a refund in an amount equal to the Refund Rate times the difference
     between the number of Impressions delivered through the date of the
     termination and the Guaranteed Impressions.

6.2  Microsoft. Microsoft warrants and represents that it has sufficient
     authority to enter into this Agreement. Microsoft will indemnify Company
     from and against any loss, claim, liability, damage, action or cause of
     action (including, without limitation, reasonable attorneys' fees) brought
     against Company by a third party and arising from or related to any breach
     by Microsoft of the foregoing warranties, provided that Company cooperates
     as set forth in Section 6.3.

6.3  Indemnification Process. If any action shall be brought against either
     party (the "Claimant") in respect to which indemnity may be sought from the
     other party (the "Indemnifying Party") pursuant to the provisions of this
     Section 6, the Claimant shall promptly notify the Indemnifying Party in
     writing, specifying the nature of the action and the total monetary amount
     sought or other such relief as is sought therein. The Claimant shall
     cooperate with the Indemnifying Party at the Indemnifying Party's expense
     in all reasonable respects in connection with the defense of any such
     action. The Indemnifying Party may upon written notice to Claimant
     undertake to conduct all proceedings or negotiations in connection
     therewith, assume the defense thereof, and if it so undertakes, it shall
     also undertake all other required steps or proceedings to settle or defend
     any such action, including the employment of counsel which shall be
     satisfactory to Claimant, and payment of all expenses. Claimant shall have
     the right to employ separate counsel and participate in the defense. The
     Indemnifying Party shall reimburse Claimant upon demand for any payments
     made or loss suffered by it at any time after the date of tender, based
     upon the judgment of any court of competent jurisdiction or pursuant to a
     bona fide compromise or settlement of claims, demands, or actions, in
     respect to any damages to which the foregoing relates.

6.4  THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES MADE BY THE PARTIES. EACH
     PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR REPRESENTATION EXPRESS OR
     IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES

Company Search Services Agreement                                         Page 6
 

     OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR
     PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY
     EXPRESSLY ACKNOWLEDGES AND AGREES THAT MICROSOFT HAS NOT MADE ANY EXPRESS
     OR IMPLIED REPRESENTATIONS, ASSURANCES, AND/OR WARRANTIES REGARDING THE
     NUMBER OF CLICK THROUGHS OR WEB PAGE VIEWS WHICH MAY BE GENERATED BY THE
     IMPRESSIONS DELIVERED HEREUNDER AND THAT COMPANY HAS NOT RELIED ON ANY
     STATEMENTS BY MICROSOFT OR ANY THIRD PARTIES IN RELATION THERETO IN
     ENTERING INTO THIS AGREEMENT.

7.   LIMITATION OF LIABILITIES

     NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
     CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO
     THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
     PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE,
     EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
     THIS SECTION SHALL NOT APPLY TO EITHER PARTY'S (A) ABILITY TO OBTAIN
     INJUNCTIVE OR OTHER EQUITABLE RELIEF; (B) CONFIDENTIALITY OBLIGATIONS UNDER
     SECTION 5; AND (C) WARRANTIES AND INDEMNIFICATION OBLIGATIONS UNDER SECTION
     6.

8.   RENEWAL AND TERMINATION

8.1  Agreement Period. This Agreement shall commence on the Effective Date and
     continue through the Term unless earlier terminated as provided in this
     Section 8. In the event that Company does not deliver the required
     materials in a timely manner as described in Exhibit A, then Microsoft may
     elect, in its sole discretion, to extent the Term by a period not to exceed
     the number of days by which Company was late in delivering the required
     materials.

8.2  Renewal. If either party desires to extend the Term, then such party shall
     give written notice to the other party no later than thirty (30) days prior
     to the expected expiration date. If such notice is given by either party,
     the parties shall negotiate the terms and conditions of such extension in
     good faith for a thirty (30) day period beginning on the date the
     receiving party receives such notice. If no such notice is given or if the
     parties fail to reach an agreement on such extension prior to the
     expiration date following the giving of such notice, this Agreement shall
     terminate as set forth in Section 8.1.     
    
8.3  Termination For Cause. In addition to any other rights and/or remedies that
     either party may have under the circumstances, all of which are expressly
     reserved, either party may terminate this Agreement immediately upon
     written notice at any time if:

     (a)  The other party is in material breach of any material warranty,
          representation, term, condition or covenant of this Agreement, other
          than those contained in Section 5.2 and 5.3, and fails to cure that
          breach within seven (7) business days after written notice thereof; or

     (b)  The other party is in material breach of Section 5.2 or 5.3; or

     (c)  Either party becomes insolvent or makes any assignment for the benefit
          of creditors or similar transfer evidencing insolvency; or suffers or
          permits the commencement of any form of insolvency or receivership
          proceeding; or has any petition under any bankruptcy law filed against
          it, which petition is not dismissed within sixty (60) days of such
          filing; or has a trustee or receiver appointed for its business or
          assets or any part thereof.


                                                                          Page 7
Company Search Services Agreement

8.4  Effect of Termination. In the event of termination or expiration of this
     Agreement for any reason each and every clause which by its nature is
     intended to survive the termination of this Agreement including, without
     limitation, Sections 5, 6, 7, 8, and 9 shall survive termination. For the
     avoidance of doubt, if Microsoft terminates this Agreement pursuant to
     Section 8.3 or 9.3, Company shall nonetheless be required to pay all
     amounts set forth in this Agreement. Upon termination both parties shall,
     upon written request, return or certify destruction of Confidential
     Information of the other party. Neither party shall be liable to the other
     for damages of any sort resulting solely from terminating this Agreement in
     accordance with its terms.

9.   GENERAL

9.1  Independent Contractors. The parties are independent contractors with
     respect to each other, and nothing in this Agreement shall be construed as
     creating an employer-employee relationship, a partnership, agency
     relationship or a joint venture between the parties.

9.2  Governing Law. This Agreement shall be governed by the laws of the State of
     Washington as though entered into by Washington residents and to be
     performed entirely within the State of Washington. Company consents to
     exclusive jurisdiction and venue in the state and federal courts sitting in
     King County, Washington. In any action or suit to enforce any right or
     remedy under this Agreement or to interpret any provision of this
     Agreement, the prevailing party shall be entitled to recover its costs,
     including reasonable attorneys' fees.

9.3  Assignment. This Agreement and any rights and/or obligations hereunder may
     be assigned by Microsoft but may not be assigned by Company without
     Microsoft's prior written approval, except as stated otherwise in this
     Section 9.3. Any attempted assignment, sub-license, transfer, encumbrance
     or other disposal without such consent shall be void and shall constitute a
     material default and breach of this Agreement. In the event that Company
     sells all or substantially all of its assets or stock then the following
     shall apply:

     (a) If such sale takes place prior to one hundred eighty one (181) days
     following the Term Commencement Date, Microsoft shall have the option to
     either (i) preapprove in writing the assignment of this Agreement and all
     rights and obligations hereunder; or (ii) terminate this Agreement with
     immediate effect and Company shall be required to pay all amounts set forth
     in this Agreement;

     (b) If such sale takes place on or subsequent to one hundred eighty one
     (181) days following the Term Commencement Date but prior to two hundred
     and seventy one (271) days following the Term Commencement Date, Microsoft
     shall have the option to either (i) preapprove in writing the assignment of
     this Agreement and all rights and obligations hereunder; or (ii) at
     Microsoft's reasonable discretion, terminate this Agreement with immediate
     effect and Company shall be relieved of its obligation to make any payment
     pursuant to Section 4.1 which is owing subsequent to such termination date
     provided that if Microsoft has delivered in excess of *** Impressions by
     the date of termination then Company shall remit to Microsoft an amount
     equal to *** per *** Impressions times the number of Impressions delivered
     in excess of *** Impressions, provided that if the number of Impressions
     delivered by Microsoft exceeds the Guaranteed Impressions the provisions of
     Section 4.2 shall apply with regard to any Impressions delivered in excess
     of the Guaranteed Impressions.

     (c) If such sale takes place on or subsequent to two hundred and seventy
     one (271) days following the Term Commencement Date, Microsoft shall have
     the option to either (i) preapprove in writing the assignment of this
     Agreement and all rights and obligations hereunder; or (ii) at Microsoft's
     reasonable discretion, terminate this Agreement with immediate effect and,
     if Microsoft has not delivered the Guaranteed Impressions by the date of
     termination, then Company shall receive a 


     Company Search Services Agreement                                    Page 8

     *** Omitted and filed separately with the Commission.

     refund in an amount to the Refund Rate times the difference between the
     number of Impressions delivered through the date of the termination and the
     Guaranteed Impressions provided that such refund shall not exceed *** if
     the date of the termination is prior to one (1) year after the Term
     Commencement Date. For the avoidance of doubt, the amount of the refund, if
     any, applicable to a termination which occurs subsequent to one (1) year
     following the Term Commencement Date as described in this Section 9.3(c)
     shall not be subject to the limitation set forth in the immediately
     preceding sentence. If the number of Impressions delivered by Microsoft
     exceeds the Guaranteed Impressions the provisions of Section 4.2 shall
     apply with regard to any Impressions delivered in excess of the Guaranteed
     Impressions.

9.4  Construction. In the event that any provision of this Agreement conflicts 
     with governing law or if any provision is held to be null, void or 
     otherwise ineffective or invalid by a court of competent jurisdiction, (i) 
     such provision shall be deemed to be restated to reflect as nearly as 
     possible the original intentions of the Parties in accordance with 
     applicable law, and (ii) the remaining terms, provisions, covenants and 
     restrictions of this Agreement shall remain in full force and effect. This 
     Agreement has been negotiated by the parties and their respective counsel 
     and will be interpreted fairly in accordance with its terms and without 
     any strict construction in favor of or against either party. The section 
     headings used in this Agreements are intended for convenience only and 
     shall not be deemed to affect in any manner the meaning or intent of this 
     Agreement or any provision hereof.

9.5  Notices. All notices and requests in connection with this Agreement shall 
     be given in writing and shall be deemed given as of the day they are 
     received either by messenger, delivery service, or in the United States of 
     America mails, postage prepaid, certified or registered, return receipt 
     requested, and addressed as follows:

     To Company:                        To Microsoft:

     
     Todd Tappin                        Microsoft Corporation
     Goto.com                           One Microsoft Way
     130 West Union St.                 Redmond, WA 98052-6399
     Pasadena, CA 91103                 Attn:
     Phone: (624) 535-                  Phone:
     Fax: (626) 535-2701                Fax:

                                        Copy to:
                                        Law & Corporate Affairs, US Legal
                                        Fax: (425) 936-7409

     or to such other address as a party may designate pursuant to this notice 
     provision.

9.6  Entire Agreement. This Agreement does not constitute an offer by Microsoft 
     and it shall not be effective until signed by both parties. This Agreement 
     constitutes the entire agreement between the parties with respect to the 
     subject matter hereof and supersedes all prior and contemporaneous 
     agreements or communications. This Agreement shall not be modified except 
     by a written agreement dated subsequent to the date of this Agreement and 
     signed on behalf of Company and Microsoft by their respective duly 
     authorized representatives. No waiver of any breach of any provision of 
     this Agreement shall constitute a waiver of any prior, concurrent or 
     subsequent breach of the same or any other provisions hereof, and no 
     waiver shall be effective unless made in writing and signed by an 
     authorized representative of the waiving party.



     Company Search Services Agreement                                    Page 9

     *** Omitted and filed separately with the Commission.


     The parties have caused this Agreement to be executed by their duly 
     authorized representatives as of the Effective Date.


     MICROSOFT CORPORATION              GOTO.COM, INC.


     /s/  LAURA JENNINGS                /s/  JEFFREY BREWER
     ------------------------------     ------------------------------
     By (signature)                     By (signature)

     LAURA JENNINGS                     JEFFREY BREWER
     ------------------------------     ------------------------------
     Name (print)                       Name (print)

     Vice President                     CEO
     ------------------------------     ------------------------------
     Title                              Title

     September 16, 1998                 August 27, 1998
     ------------------------------     ------------------------------
     Date                               Date







     Company Search Services Agreement                                  Page 10



Microsoft Confidential                                                  09/15/98


                                  AMENDMENT 1
                    TO THE PREMIER SEARCH SERVICES AGREEMENT

This Amendment No. 1 ("Amendment") to the Premier Search Services Agreement 
("Agreement") between the parties hereto dated as of even date herewith, is 
made and entered into by and between MICROSOFT CORPORATION, a Washington 
corporation, located at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and 
GOTO.COM, INC., a Delaware corporation, located at 130 West Union Street, 
Pasadena, CA 91103 ("Company") as of September 16, 1998.

In consideration of the mutual covenants and representations contained in this 
Amendment, the parties hereby agree that notwithstanding anything to the 
contrary contained in the Agreement the following shall apply:

1.   Section 1.10 shall be deleted and replaced with the following: "Pane"
     means, with regard to IE 4.x, the section within the Web page which would
     be delivered to the end-user upon clicking the Search Button contained
     within IE 4.x and, with regard to IE 5.x, the Web page, section of the Web
     page or other mechanism for submitting a search query which would be
     accessible to the end-user upon clicking the Search Button contained within
     IE 5.x, irrespective of the method utilized by the end-user to access such
     Web pages or mechanism.

2.   In Exhibit A, Section A.(2), line 1 and line 2: delete "and 5.x".

3.   In Exhibit A, Section A.(3) the first sentence shall be deleted and
     replaced with the following: URLs: (a) an IE 3.x frame URL, (b) an IE 4.x
     search pane URL, and (c) an IE 5.x search URL.

4.   In Exhibit A, Section A.(3), line 2: delete "/5.x".

5.   In Exhibit A, Section C.(5), add the following at the end of the sentence:
     ", provided that with respect to IE 5.x, Microsoft may elect to have the
     search results delivered to an alternative location".

6.   In Exhibit B. Section (1)(b): (I) all references to the "Pane" shall be
     revised to "Pane of IE 4.x", (II) the reference to "Panes" in line 3 shall
     be revised to "Pane of IE 4.x", and (III) in line 2: delete "and 5.x".

7.   In Exhibit B, Section (1): (I) change "(c)" to "(d)"; and (II) add "(c)"
     Microsoft will feature the Search Service prominently and Above the Fold in
     the Pane of IE 5.x".

8.   In Exhibit B, Section (2): (I) in line 1, delete the comma after IE 3.x and
     replace with "and"; and (II) in line 2, delete "and IE 5.x".

9.   Except as expressly provided herein, the Agreement is not otherwise
     modified in any respect and all of its terms and conditions shall remain in
     full force and effect. This Amendment will not be effective until signed by
     both parties.

MICROSOFT CORPORATION                        GOTO.COM, INC.

By (Signature) /s/ LAURA JENNINGS            /s/ TODD TAPPIN
               -------------------------     ----------------------------
Name: (Print)  LAURA JENNINGS                TODD TAPPIN
               -------------------------     ----------------------------
Title:         Vice President                CFO
               -------------------------     ----------------------------

Microsoft Confidential                                                  09/15/98

                                  AMENDMENT 2
                    TO THE PREMIER SEARCH SERVICES AGREEMENT


This Amendment No. 2 ("Amendment") to the Premier Search Services Agreement
("Agreement") between the parties hereto dated as of even date herewith, is made
and entered into by and between MICROSOFT CORPORATION, a Washington corporation,
located at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and GOTO.COM,
INC., a Delaware corporation, located at 130 West Union Street, Pasadena, CA
91103 ("Company") as of September 16, 1998.

In consideration of the mutual covenants and representations contained in this
Amendment, the parties hereby agree that notwithstanding anything to the
contrary contained in the Agreement the following shall apply:

1.  The following shall be added at the end of Section 3.1: "With regard solely
to the inclusion of the Search Service in IE 5.x, for the purpose of determining
the number of Impressions delivered by Microsoft in IE 5.x, only Click Throughs
shall be deemed to be Impressions (as opposed to Impressions generated as a
result of Rotational Placements, Default Placements or User Placements).

2.  Except as expressly provided herein, the Agreement is not otherwise modified
in any respect and all of its terms and conditions shall remain in full force
and effect. This Amendment will not be effective until signed by both parties.


MICROSOFT CORPORATION                   GOTO.COM, INC.

By (signature) /s/ LAURA JENNINGS       /s/ TODD TAPPIN
              -------------------       ----------------
Name: (Print) Laura Jennings            Todd Tappin

Title: Vice President                   CFO